The following discussion compares the Company's financial condition at December
31, 2022 to its financial condition at December 31, 2021 and the results of
operations for the years ended December 31, 2022 and 2021. This discussion
should be read in conjunction with the Consolidated Financial Statements and the
Notes thereto appearing in Item 8 of Part II of this Annual Report on Form 10-K.

Forward-Looking Statements



Certain statements in this Annual Report on Form 10-K may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are statements that
include, without limitation, projections, predictions, expectations, or beliefs
about future events or results that are not statements of historical fact. Such
forward-looking statements are based on various assumptions as of the time they
are made, and are inherently subject to known and unknown risks, uncertainties,
and other factors, some of which cannot be predicted or quantified, that may
cause actual results, performance or achievements to be materially different
from those expressed or implied by such forward-looking statements.
Forward-looking statements are often accompanied by words that convey projected
future events or outcomes such as "anticipate," "contemplate," "expect,"
"believe," "estimate," "foresee," "plan," "project," "predict," "anticipate,"
"intend," "indicate," "likely," "target," "will," "may," "view," "opportunity,"
"potential," or words of similar meaning or other statements concerning opinions
or judgment of the Company and its management about future events. Although the
Company believes that its expectations with respect to forward-looking
statements are based upon reasonable assumptions within the bounds of its
existing knowledge of its business and operations, there can be no assurance
that actual results, performance, or achievements of, or trends affecting, the
Company will not differ materially from any projected future results,
performance, achievements or trends expressed or implied by such forward-looking
statements. Actual future results, performance, achievements or trends may
differ materially from historical results or those anticipated depending on a
variety of factors, including, but not limited to:

the occurrence of any event, change or other circumstances that could give rise

? to the right of one or both of the parties to terminate the LINK Merger

Agreement between the Company and LINK;

? the outcome of any legal proceedings that may be instituted against the Company

or LINK;

the possibility that the proposed transaction will not close when expected or

at all because required regulatory, shareholder or other approvals are not

received or other conditions to the closing are not satisfied on a timely basis

? or at all, or are obtained subject to conditions that are not anticipated (and

the risk that required regulatory approvals may result in the imposition of

conditions that could adversely affect the combined company or the expected

benefits of the proposed transaction);

? the ability of the Company and LINK to meet expectations regarding the timing,

completion and accounting and tax treatments of the proposed transaction;

the risk that any announcements relating to the proposed transaction could have

? adverse effects on the market price of the common stock of either or both

parties to the proposed transaction;

the possibility that the anticipated benefits of the proposed transaction will

not be realized when expected or at all, including as a result of the impact

? of, or problems arising from, the integration of the two companies or as a

result of the strength of the economy and competitive factors in the areas

where the Company and LINK do business?

certain restrictions during the pendency of the proposed transaction that may

? impact the parties' ability to pursue certain business opportunities or

strategic transactions;

? the possibility that the transaction may be more expensive to complete than

anticipated, including as a result of unexpected factors or events?

? diversion of management's attention from ongoing business operations and

opportunities?

the possibility that the parties may be unable to achieve expected synergies

? and operating efficiencies in the merger within the expected timeframes or at

all and to successfully integrate the Company's operations and those of LINK,

which may be more difficult, time-consuming or costly than expected;

? revenues following the proposed transaction may be lower than expected;




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? the Company's and LINK's success in executing their respective business plans

and strategies and managing the risks involved in the foregoing;

? the dilution caused by LINK's issuance of additional shares of its capital

stock in connection with the proposed transaction;

effects of the announcement, pendency or completion of the proposed transaction

? on the ability of the Company and LINK to retain customers and retain and hire

key personnel and maintain relationships with their suppliers, and on their

operating results and businesses generally;

? potential adverse consequences related to the Termination Agreement with OCFC;

changes in interest rates, such as volatility in yields on U.S. Treasury bonds

? and increases or volatility in mortgage rates, and the impacts on macroeconomic

conditions, customer and client spending and saving behaviors, the Company's

funding costs and the Company's loan and investment securities portfolios;

monetary and fiscal policies of the U.S. Government, including policies of the

? U.S. Treasury and the Federal Reserve, and the effect of these policies on


   interest rates and business in our markets;


   general business conditions, as well as conditions within the financial

markets, including the impact thereon of unusual and infrequently occurring

? events, such as weather-related disasters, terrorist acts, geopolitical

conflicts (such as the military conflict between Russia and Ukraine) or public

health events (such as the COVID-19 pandemic), and of governmental and societal

responses thereto;

general economic conditions, in the United States generally and particularly in

? the markets in which the Company operates and which its loans are concentrated,

including the effects of declines in real estate values, increases in

unemployment levels and inflation, recession and slowdowns in economic growth;

? changes in the value of securities held in the Company's investment portfolios;

? changes in the quality or composition of the loan portfolios and the value of

the collateral securing those loans;

? changes in the level of net charge-offs on loans and the adequacy of our

allowance for credit losses;




 ? demand for loan products;


 ? deposit flows;

? the strength of the Company's counterparties;

? competition from both banks and non-banks;

? demand for financial services in the Company's market areas;

? reliance on third parties for key services;

? changes in the commercial and residential real estate markets;

? cyber threats, attacks or events;

? expansion of Delmarva's and Partners' product offerings;

changes in accounting principles, standards, rules and interpretations, and

? elections by the Company thereunder, and the related impact on the Company's

financial statements, including the implementation of CECL;

? potential claims, damages, and fines related to litigation or government

actions;

the effects of the COVID-19 pandemic, the severity and duration of the

? pandemic, the uncertainty regarding new variants of COVID-19 that may emerge,

the distribution and efficacy of vaccines, and the heightened impact it has on


   many of the risks described herein;


   any indirect exposure related to the closings of SVB, Signature Bank and

Silvergate Bank and their impact on the broader market through other customers,

? suppliers and partners or that the conditions which resulted in the liquidity

concerns with SVB, Signature Bank and Silvergate Bank may also adversely

impact, directly or indirectly, other financial institutions and market

participants with which Partners has commercial or deposit relationships with;

? legislative or regulatory changes and requirements;

the discontinuation of London Interbank Offered Rate ("LIBOR") and its impact

? on the financial markets, and the Company's ability to manage operational,

legal and compliance risks related to the discontinuation of LIBOR and

implementation of one or more alternative reference rates; and

? other factors, many of which are beyond the control of the Company.




These factors should not be considered exhaustive and should be read together
with other cautionary statements that are included in this Annual Report on Form
10-K including those discussed in Item 1A. "Risk Factors." All of the

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forward-looking statements made in this Annual Report are expressly qualified by
the cautionary statements contained or referred to in this Annual Report. The
actual results or developments anticipated may not be realized or, even if
substantially realized, they may not have the expected consequences to or
effects on the Company or its businesses or operations. Readers are cautioned
not to place undue reliance on the forward-looking statements contained in this
Annual Report. Forward-looking statements speak only as of the date they are
made and the Company does not undertake any obligation to update, revise, or
clarify these forward-looking statements whether as a result of new information,
future events or otherwise.

Overview



The Company, a bank holding corporation, through its wholly owned subsidiaries,
Delmarva and Partners, each of which are commercial banking corporations,
engages in general commercial banking operations, with nineteen branches
throughout Wicomico, Charles, Anne Arundel, and Worcester Counties in Maryland,
Sussex County in Delaware, Camden and Burlington Counties in New Jersey, the
cities of Fredericksburg and Reston, Virginia, and Spotsylvania County,
Virginia.

The Company derives the majority of its income from interest received on our
loans and investment securities. The primary source of funding for making these
loans and purchasing investment securities are deposits and secondarily,
borrowings. Consequently, one of the key measures of the Company's success is
the amount of net interest income, or the difference between the income on
interest earning assets, such as loans and investment securities, and the
expense on interest bearing liabilities, such as deposits and borrowings. The
resulting ratio of that difference as a percentage of average interest earning
assets represents the net interest margin. Another key measure is the spread
between the yield earned on interest earning assets and the rate paid on
interest bearing liabilities, which is called the net interest spread. In
addition to earning interest on loans and investment securities, the Company
earns income through fees and other charges to customers. Also included is a
discussion of the various components of this noninterest income, as well as of
noninterest expense.

There are risks inherent in all loans, so the Company maintains an allowance for
credit losses to absorb probable losses on existing loans that may become
uncollectible. The Company maintains this allowance for credit losses by
charging a provision for credit losses as needed against our operating earnings
for each period. The Company has included a detailed discussion of this process,
as well as several tables describing its allowance for credit losses.

On February 22, 2023, the Company and LINK, parent company of LINKBANK,
announced that they have entered into the LINK Merger Agreement pursuant to
which the Company will merge into LINK, with LINK surviving, and following which
Delmarva and Partners will each successively merge with and into LINKBANK, with
LINKBANK surviving. Upon completion of the transaction, the Company's
shareholders will own approximately 56% and LINK shareholders, inclusive of
shares issued in a concurrent private placement of common stock by LINK, will
own approximately 44% of the combined company. The mergers are subject to
receiving the requisite approval of the Company's and LINK's stockholders,
receipt of all required regulatory approvals, and fulfillment of other customary
closing conditions.

Also, on November 9, 2022, the Company and OCFC entered into the Termination
Agreement pursuant to which, among other things, the parties mutually agreed to
terminate the OCFC Merger Agreement entered into on November 4, 2021 and
transactions completed thereby. Each party will bear its own costs and expenses
in connection with the terminated transaction, and neither party will pay a
termination fee in connection with the termination of the OCFC Merger Agreement.
The Termination Agreement also mutually released the parties from any claims of
liability to one another relating to the OCFC Merger Agreement and the
terminated transaction.

The Company believes that it is well-positioned to be successful in its banking
markets, including the highly competitive Greater Washington market. The
Company's financial performance generally, and in particular the ability of its
borrowers to repay their loans, the value of collateral securing those loans, as
well as demand for loans and other products and services the Company offers, is
highly dependent on the business environment in the Company's primary markets
where the Company operates and in the United States as a whole.

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The ongoing COVID-19 pandemic has severely disrupted supply chains and adversely
affected production, demand, sales and employee productivity across a range of
industries, and previously resulted in orders directing the closing or limited
operation of certain businesses and restrictions on public gatherings. These
events affected the Company's operations during fiscal year 2021 and 2022, and,
along with economic uncertainties caused by geopolitical conflicts such as the
war in Ukraine, the closings of SVB, Signature Bank and Silvergate Bank by bank
regulators and other events, are expected to impact the Company's financial
results continuing on into 2023.

Please refer to the "Provision and Allowance for Credit Losses" section of this
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for more information related to payment deferrals, concentrations in
higher risk industries, and the impact on the allowance for credit losses.

The following discussion and analysis also identifies significant factors that
have affected the Company's financial position and operating results during the
periods included in the consolidated financial statements accompanying this
report. You are encouraged to read this section in conjunction with the
Company's audited consolidated financial statements and the notes thereto
included in Item 8 in this Annual Report on Form 10-K, and the other statistical
and financial information included in this Form 10-K.

Critical Accounting Policies and Estimates



Certain critical accounting policies affect significant judgments and estimates
used in the preparation of the Company's consolidated financial statements.
These significant accounting policies are described in the notes to the
consolidated financial statements included in Item 8 in this Annual Report on
Form 10-K. The accounting principles the Company follows and the methods of
applying these principles conform to accounting principles generally accepted in
the United States of America ("U.S. GAAP") and general banking industry
practices. The Company's most critical accounting policy relates to the
determination of the allowance for credit losses, which reflects the estimated
losses resulting from the inability of borrowers to make loan payments. The
determination of the adequacy of the allowance for credit losses involves
significant judgment and complexity and is based on many factors. If the
financial condition of our borrowers were to deteriorate, resulting in an
impairment of their ability to make payments, the estimates would be updated and
additional provisions for credit losses may be required. Note 3, "Loans,
Allowance for Credit Losses and Impaired Loans", to the notes of the
consolidated financial statements.

Another of the Company's critical accounting policies, with the acquisitions of
Liberty Bell Bank ("Liberty") in 2018 and Partners in 2019, relates to the
valuation of goodwill and intangible assets. The Company accounted for the
merger between the Company and Liberty in 2018 (the "Liberty Merger ") and the
Partners Share Exchange in accordance with Accounting Standards Codification
("ASC") Topic No. 805, which requires the use of the acquisition method of
accounting. Under this method, assets acquired, including intangible assets, and
liabilities assumed, are recorded at their fair value. Determination of fair
value involves estimates based on internal valuations of discounted cash flow
analyses performed, third party valuations, or other valuation techniques that
involve subjective assumptions. Additionally, the term of the useful lives and
appropriate amortization periods of intangible assets is subjective. Resulting
goodwill from the Liberty Merger and the Partners Share Exchange, which totaled
approximately $5.2 million and $4.4 million, respectively, under the acquisition
method of accounting represents the excess of the purchase price over the fair
value of net assets acquired. Goodwill is not amortized, but is evaluated for
impairment annually or more frequently if deemed necessary. If the fair value of
an asset exceeds the carrying amount of the asset, no charge to goodwill is
made. If the carrying amount exceeds the fair value of the asset, goodwill will
be adjusted through a charge to earnings, which is limited to the amount of
goodwill allocated to that reporting unit. In evaluating the goodwill on its
consolidated balance sheet for impairment after the consummation date of the
Liberty Merger and the Partners Share Exchange, the Company will first assess
qualitative factors to determine whether it is more likely than not that the
fair value of our acquired assets is less than the carrying amount of the
acquired assets, as allowed under ASU 2017-04. After making the assessment based
on several factors, which will include, but is not limited to, the current
economic environment, the economic outlook in our markets, our financial
performance and common stock value as compared to our peers, we will determine
if it is more likely than not that the fair value of our assets is greater than
their carrying amount and, accordingly, will determine whether impairment of
goodwill should be recorded as a charge to earnings in years subsequent to the
Liberty Merger and the Partners Share Exchange. This assessment was performed
during the fourth quarter of 2022, and resulted in no impairment of goodwill.
Depending on the severity of the economic consequences of the COVID-19 pandemic
and recent bank closures by federal regulators, and their impact on the

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Company, management may determine that goodwill is required to be evaluated for
impairment due to the presence of a triggering event, which may have a negative
impact on the Company's results of operations.

In addition to the Company's policies related to the valuation of goodwill,
intangible assets and other acquisition accounting adjustments, ongoing
accounting for acquired loans is considered a critical accounting policy.
Acquired loans are classified as either purchased credit impaired ("PCI") loans
or purchased performing loans and are recorded at fair value on the date of
acquisition. PCI loans are those for which there is evidence of credit
deterioration since origination and for which it is probable at the date of
acquisition that the Company will not collect all contractually required
principal and interest payments. The difference between contractually required
payments at acquisition and the cash flows expected to be collected at
acquisition is referred to as the "nonaccretable difference." Any excess of cash
flows expected at acquisition over the estimated fair value is referred to as
the "accretable yield" and is recognized as interest income over the remaining
life of the loan when there is a reasonable expectation about the amount and
timing of such cash flows. Periodically, we evaluate our estimate of cash flows
expected to be collected on PCI loans. Estimates of cash flows for PCI loans
require significant judgment. Subsequent decreases to the expected cash flows
will generally result in a provision for credit losses resulting in an increase
to the allowance for credit losses. Subsequent significant increases in cash
flows may result in a reversal of post-acquisition provision for credit losses
or a transfer from nonaccretable difference to accretable yield that increases
interest income over the remaining life of the loan, or pool(s) of loans. The
Company accounts for purchased performing loans using the contractual cash flows
method of recognizing discount accretion based on the acquired loans'
contractual cash flows. Purchased performing loans are recorded at fair value,
including a credit discount. The fair value discount is accreted as an
adjustment to yield over the estimated lives of the loans. There is no allowance
for credit losses established at the acquisition date for purchased performing
loans, but a provision for credit losses may be required for any deterioration
in these loans in future periods. The Company evaluates purchased performing
loans quarterly for deterioration and records any required additional provision
for credit losses.

Another critical accounting policy relates to deferred tax assets and
liabilities. The Company records deferred tax assets and deferred tax
liabilities for future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Future tax benefits, such as net operating loss
carry forwards available from the Liberty Merger, are recognized to the extent
that realization of such benefits is more likely than not. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which the assets and liabilities are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income tax expense in the period that
includes the enactment date. In the event the future tax consequences of
differences between the financial reporting bases and the tax bases of our
assets and liabilities results in deferred tax assets, an evaluation of the
probability of being able to realize the future benefits indicated by such
assets is required. A valuation allowance is provided when it is more likely
than not that a portion or the full amount of the deferred tax asset will not be
realized. In assessing the ability to realize the deferred tax assets,
management considers the scheduled reversals of deferred tax liabilities,
projected future taxable income, and tax planning strategies. Such a deferred
tax liability will only be recognized when it becomes apparent that those
temporary differences will reverse in the foreseeable future. A tax position is
recognized as a benefit only if it is "more likely than not" that the tax
position would be sustained in a tax examination, with a tax examination being
presumed to occur. The amount recognized is the largest amount of tax benefit
that is greater than fifty (50) percent more likely of being realized on
examination. For tax positions not meeting the "more likely than not" test,

no
tax benefit is recorded.

Results of Operations

Net income attributable to the Company for the year ended December 31, 2022 totaled $13.6 million, or $0.76 per basic and diluted share, as compared to $7.4 million, or $0.42 per basic and diluted share, for the year ended December 31, 2021, a $6.2 million or 83.7% increase.

The Company's results of operations for the twelve months ended December 31, 2022 were directly impacted by the following:



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Positive Impacts:

An increase in net interest income due primarily to lower average balances of

and rates paid on interest-bearing deposits, a decrease in average borrowings

balances, an increase in average loan balances, an increase in yields earned on

average cash and cash equivalents balances, and an increase in average

? investment securities balances and yields earned, which were partially offset

by lower average balances of cash and cash equivalents, lower loan yields due

to lower net loan fees earned related to the forgiveness of loans originated

and funded under the Paycheck Protection Program ("PPP") of the Small Business

Administration, and an increase in rates paid on average borrowings balances;

? A higher net interest margin (tax equivalent basis);

A significantly lower provision for credit losses due to the current economic

? environment and the milder impact of the COVID-19 pandemic compared to December

31, 2021, which was partially offset by organic loan growth;

Lower expenses associated with the Company's terminated merger with OCFC,

including recording no accelerated stock-based compensation expense during the

twelve months ended December 31, 2022 as compared to recording $896 thousand in

accelerated stock-based compensation expense during the same period of 2021

? related to the accelerated vesting of restricted stock awards, which

accelerated vesting was subject to the prior approval of the Company and was

not contingent on the closing of the merger, and incurring $1.4 million in

merger related expenses during the twelve months ended December 31, 2022 as

compared to $979 thousand during the same period of 2021; and

? Recording gains on other real estate owned as compared to losses for the same


   period of 2021.


Negative Impacts:

? Recording losses on sales and calls of investment securities as compared to

gains for the same period of 2021;

? Reduced operating results from Partners' majority owned subsidiary JMC and

lower mortgage division fees at Delmarva;

? Recording losses on sales of other assets as compared to gains for the same

period of 2021; and

Expenses associated with Partners' new key hires and expansion into the Greater

Washington market, including opening its new full-service branch and commercial

? banking office in Reston, Virginia during the third quarter of 2021, and

Delmarva opening its new full-service branch at 26th Street in Ocean City,

Maryland during the second quarter of 2021.




For the twelve months ended December 31, 2022, the Company's return on average
assets, return on average equity and efficiency ratio were 0.82%, 10.04% and
68.16%, respectively, as compared to 0.46%, 5.44% and 76.95%, respectively, for
the same period in 2021.

The increase in net income attributable to the Company for the twelve months
ended December 31, 2022, as compared to the same period in 2021, was driven by
an increase in net interest income, a lower provision for credit losses, and
lower other expenses, and was partially offset by a decrease in other income and
higher federal and state income taxes.

Financial Condition



Total assets as of December 31, 2022 were $1.57 billion, a decrease of $70.4
million, or 4.3%, from December 31, 2021.  The key driver of this change was a
decrease in cash and cash equivalents, which was partially offset by increases
in investment securities available for sale, at fair value, and total loans held
for investment.  Changes in key balance sheet components as of December 31, 2022
compared to December 31, 2021 were as follows:

Interest bearing deposits in other financial institutions as of December 31,

2022 were $103.9 million, a decrease of $194.0 million, or 65.1%, from December

? 31, 2021. Key drivers of this change were an increase in investment securities


   available for sale, at fair value, and total loan growth outpacing total
   deposit growth;

Federal funds sold as of December 31, 2022 were $23.0 million, a decrease of

? $5.0 million, or 18.0%, from December 31, 2021. Key drivers of this change


   were the aforementioned items noted in the analysis of interest bearing
   deposits in other financial institutions;


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Investment securities available for sale, at fair value as of December 31, 2022

were $133.7 million, an increase of $11.6 million, or 9.5%, from December 31,

2021. Key drivers of this change were management of the investment securities

? portfolio in light of the Company's liquidity needs, which was partially offset

by two higher yielding investment securities being called, and an increase in

unrealized losses on the investment securities available for sale portfolio as

a result of increases in market interest rates;

Loans, net of unamortized discounts on acquired loans of $1.7 million as of

December 31, 2022 were $1.23 billion, an increase of $115.7 million, or 10.4%,

from December 31, 2021. The key driver of this change was an increase in

? organic growth, including growth of approximately $68.9 million in loans

related to Partners' expansion into the Greater Washington market, which was

partially offset by forgiveness payments received of approximately $8.2 million

under round two of the PPP. As of December 31, 2022, there were no loans under

the PPP that were still outstanding;

Total deposits as of December 31, 2022 were $1.34 billion, a decrease of $103.3

million, or 7.2%, from December 31, 2021. Key drivers of this change were

scheduled maturities of time deposits that were not replaced and significant

? outflows related to competitive pressures in the higher interest rate

environment, which were partially offset by organic growth as a result of our

continued focus on total relationship banking and Partners' expansion into the

Greater Washington market;

Total borrowings as of December 31, 2022 were $84.6 million, an increase of

$35.4 million, or 71.9%, from December 31, 2021. The key driver of this change

was an increase in short-term borrowings with the FHLB due to the

? aforementioned items noted in the analysis of total deposits, which was

partially offset by a decrease in long-term borrowings with the FHLB resulting

from maturities and payoffs of borrowings that were not replaced and scheduled

principal curtailments, and a decrease in Partners' majority owned subsidiary


   JMC's warehouse line of credit with another financial institution; and


   Total stockholders' equity as of December 31, 2022 was $139.3 million, a

decrease of $2.0 million, or 1.4%, from December 31, 2021. Key drivers of this

change were an increase in accumulated other comprehensive (loss), net of tax,

? and cash dividends paid to shareholders, which were partially offset by the net

income attributable to the Company for the twelve months ended December 31,

2022, the proceeds from stock option exercises, and stock-based compensation

expense related to restricted stock awards.




Delmarva's Tier 1 leverage capital ratio was 9.3% at December 31, 2022 as
compared to 8.1% at December 31, 2021.  At December 31, 2022, Delmarva's Tier 1
risk weighted capital ratio and total risk weighted capital ratio were 12.1% and
13.4%, respectively, as compared to a Tier 1 risk weighted capital ratio and
total risk weighted capital ratio of 11.6% and 12.9%, respectively, at December
31, 2021.

Partners' Tier 1 leverage capital ratio was 8.9% at December 31, 2022 as
compared to 8.5% at December 31, 2021.  At December 31, 2022, Partners' Tier 1
risk weighted capital ratio and total risk weighted capital ratio were 10.5% and
11.3%, respectively, as compared to a Tier 1 risk weighted capital ratio and
total risk weighted capital ratio of 11.3% and 12.0%, respectively, at December
31, 2021.

As of December 31, 2022, all of the capital ratios of Delmarva and Partners continue to exceed regulatory requirements, with total risk-based capital substantially above well-capitalized regulatory requirements.

See "Capital" below for additional information about Delmarva's and Partners' capital ratios and requirements.



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At December 31, 2022, nonperforming assets totaled $2.2 million, a decrease from
December 31, 2021 balances of $9.8 million. The primary drivers of this decrease
were decreases in nonaccrual loans and other real estate owned, net ("OREO"),
which were partially offset by an increase in loans past due 90 days or more and
still accruing interest.  Nonaccrual loans totaled approximately $2.2 million at
December 31, 2022, as compared to $9.0 million at December 31, 2021.  Loans past
due 90 days or more and still accruing interest totaled $45 thousand at December
31, 2022, as compared to $0 at December 31, 2021.  OREO, net as of December 31,
2022 totaled $0, as compared to $837 thousand at December 31, 2021.
 Nonperforming loans as a percentage of total assets was 0.14% at December 31,
2022, as compared to 0.54% at December 31, 2021.  Nonperforming assets to total
assets as of December 31, 2022 was 0.14%, as compared to 0.60% at December 31,
2021.  Loans classified as troubled debt restructurings ("TDRs") totaled $3.4
million at December 31, 2022, as compared to $7.9 million at December 31, 2021,
representing a decrease of $4.5 million during the twelve months ended December
31, 2022. Of this decrease, approximately $1.1 million was due to five loan
relationships that are no longer considered to be TDRs due to the restructuring
of the loans subsequent to them initially being classified as a TDR.  At the
time of the subsequent restructurings, the borrowers were not experiencing
financial difficulties and, under the terms of the subsequent restructuring
agreements, no concessions have been granted to the borrowers.  In addition,
during 2022, one loan relationship that was classified as a TDR was paid down
and the remaining balance was charged-off, reducing the balance in total by
approximately $2.9 million, which was partially offset by one loan relationship
in the amount of approximately $48 thousand being classified as a TDR during the
second quarter of 2022.  The remaining decrease was the result of loan
relationships classified as TDRs that were paid down or paid off.

Net charge-offs were $1.7 million, or 0.14% of average total loans, for the
twelve months ended December 31, 2022, as compared to $870 thousand, or 0.08% of
average total loans, for the same period of 2021.  The allowance for credit
losses to total loans ratio was 1.16% at December 31, 2022, as compared to 1.31%
at December 31, 2021.  In addition to the allowance for credit losses, as of
December 31, 2022 and December 31, 2021, the Company had $1.7 million and $2.3
million, respectively, in unamortized discounts on acquired loans related to the
acquisitions of Liberty and Partners. This discount is amortized over the life
of the remaining loans.

Summary of Return on Equity and Assets


                                           Year Ended       Year Ended
                                          December 31,     December 31,
                                              2022             2021
Yield on earning assets                            3.93 %           3.64 %
Return on average assets                           0.82 %           0.46 %
Return on average equity                          10.04 %           5.44 %

Average equity to average assets                   8.16 %           8.52 %

Earnings Analysis


The Company's primary source of revenue is interest income and fees, which it
earns by lending and investing the funds which are held on deposit. Because
loans generally earn higher rates of interest than investment securities, the
Company seeks to deploy as much of its deposit funds as possible in the form of
loans to individuals, businesses, and other organizations. To ensure sufficient
liquidity, the Company also maintains a portion of its deposits in cash and cash
equivalents, government securities, interest bearing deposits in other financial
institutions, and overnight loans of excess reserves (known as "Federal Funds
Sold") to correspondent banks. The revenue which the Company earns (prior to
deducting its overhead expenses) is essentially a function of the amount of the
Company's loans and deposits, as well as the profit margin ("interest spread")
and fee income which can be generated on these amounts.

                                       50

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Net income attributable to the Company was $13.6 million and $7.4 million for
the years ended December 31, 2022 and 2021, respectively, as reported in its
audited consolidated financial statements. The following discussion should be
read in conjunction with the Company's audited consolidated financial statements
and the notes to the audited consolidated financial statements included in Item
8 of this Annual Report on Form 10-K.

The following is a summary of the results of operations and financial condition
of the Company at and for the periods and at the dates indicated, respectively:

                                                      Year Ended
                                                    December 31,
Results of operations:                             2022        2021
(Dollars in Thousands, except per share data)
Net interest income                              $ 55,996    $ 46,430
Provision for credit losses                         1,348       2,323
Provision for income taxes                          4,512       2,247
Noninterest income                                  5,201       8,322
Noninterest expense                                41,850      42,287
Total income                                       67,861      63,675
Total expenses                                     54,374      55,780
Net income                                         13,487       7,895
Net income attributable to Partners Bancorp        13,615       7,411
Basic earnings per share                            0.758       0.417
Diluted earnings per share                          0.757       0.416


                                                       December 31,
Financial condition at year end:                    2022           2021
(Dollars in Thousands, except per share data)
Total assets                                     $ 1,574,612    $ 1,644,979
Loans receivable, net                              1,218,551      1,102,539
Investment securities, available for sale            133,657        122,021
Federal funds sold                                    22,990         28,040
Demand and NOW deposits                              650,557        653,334
Savings, money market, and time deposits             689,048        789,542
Stockholders' equity                                 139,329        141,368
Tangible common equity per share                        7.13           7.23

Interest Income and Expense - Years Ended December 31, 2022 and 2021

Net Interest Income and Net Interest Margin


The largest component of net income for the Company is net interest income,
which is the difference between the income earned on assets, such as loans and
investment securities, and interest paid on liabilities, such as deposits and
borrowings, used to support such assets. Net interest income is determined by
the rates earned on the Company's interest-earning assets and the rates paid on
its 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 its interest-earning assets and
interest-bearing liabilities.

Net interest income during the twelve months ended December 31, 2022 increased
by $9.6 million, or 20.6%, when compared to the twelve months ended December 31,
2021. The Company's net interest margin (tax equivalent basis) increased to
3.51%, representing an increase of 46 basis points for the twelve months ended
December 31, 2022 as compared to the same period in 2021. The increase in the
net interest margin (tax equivalent basis) was primarily due to higher average
balances of loans, higher average balances of and yields earned on investment
securities, higher yields earned on average interest bearing deposits in other
financial institutions and federal funds sold, and lower average balances of and
rates paid on average interest-bearing liabilities, which were partially offset
by a decrease in the yields earned on average loans, and lower average balances
of interest bearing deposits in other financial institutions and

                                       51

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federal funds sold. Total interest income increased by $7.3 million, or 13.2%, for the twelve months ended December 31, 2022, while total interest expense decreased by $2.3 million, or 25.3%, both as compared to the same period in 2021. The most significant factors impacting net interest income during the twelve months ended December 31, 2022 were as follows:

Positive Impacts:

Increases in average loan balances, primarily due to organic loan growth, which

? was partially offset by the forgiveness of loans originated and funded under

the PPP;

Increases in average investment securities balances and higher investment

securities yields, primarily due to management of the investment securities

? portfolio in light of the Company's liquidity needs, lower accelerated

pre-payments on mortgage-backed investment securities and higher interest rates

over the comparable periods, partially offset by calls on higher yielding

investment securities in the previously low interest rate environment;

Decrease in average interest bearing deposits in other financial institutions

? and federal funds sold, primarily due to loan growth outpacing deposit growth

and higher investment securities balances, and higher yields on each due to

higher interest rates over the comparable periods;

Decrease in average interest-bearing deposit balances and lower rates paid,

primarily due to scheduled maturities of time deposits that were not replaced

? and competitive pressures in the higher interest rate environment, partially

offset by organic deposit growth in interest bearing demand, money market and

savings accounts, and lower rates paid on average interest bearing demand,

money market, savings and time deposits; and

Decrease in average borrowings balances, primarily due to a decrease in the

average balance of FHLB advances resulting from maturities and payoffs of

borrowings that were not replaced and scheduled principal curtailments, a

decrease in average borrowings at the Federal Reserve Bank Discount Window

under the PPP Liquidity Facility in which the loans under the PPP originated by

the Company were previously pledged as collateral, the early redemption of $2.0

? million in subordinated notes payable, net, in early July 2021, and offset by

higher rates paid. The increase in average rates paid was primarily due to the

decreases in the average balances of FHLB advances and borrowings at the

Federal Reserve Bank Discount Window under the PPP Liquidity Facility, both of

which were lower cost interest-bearing liabilities, partially offset by the

early redemption of subordinated notes payable, which was a higher cost

interest-bearing liability.

Negative Impacts:

Lower loan yields, primarily due to lower net loan fees earned related to the

? forgiveness of loans originated and funded under the PPP and pay-offs of higher

yielding fixed rate loans, which were partially offset by repricing of variable

rate loans and higher average yields on new loan originations.

Loans



Average loan balances increased by $82.5 million, or 7.6%, and average yields
earned decreased by 0.11% to 4.74% for the twelve months ended December 31,
2022, as compared to the same period in 2021.  The increase in average loan
balances was primarily due to organic loan growth, including growth in average
loan balances of approximately $57.0 million related to Partners' expansion into
the Greater Washington market, which was partially offset by the forgiveness of
loans originated and funded under the PPP.  The decrease in average yields
earned was primarily due to lower net loan fees earned related to the
forgiveness of loans originated and funded under the PPP and pay-offs of higher
yielding fixed rate loans, which were partially offset by the repricing of
variable rate loans and higher average yields on new loan originations.  Total
average loans were 73.2% of total average interest-earning assets for the twelve
months ended December 31, 2022, compared to 71.2% for the twelve months ended
December 31, 2021.

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  Table of Contents

Investment securities

Average total investment securities balances increased by $17.7 million, or
13.6%, and average yields earned increased by 0.39% to 2.28% for the twelve
months ended December 31, 2022, as compared to the same period in 2021.  The
increases in average total investment securities balances and average yields
earned was primarily due to management of the investment securities portfolio in
light of the Company's liquidity needs, lower accelerated pre-payments on
mortgage-backed investment securities and higher interest rates over the
comparable periods, partially offset by calls on higher yielding investment
securities in the previously low interest rate environment.  During the twelve
months ended December 31, 2021, accelerated pre-payments on mortgage-backed
investment securities caused the premiums paid on these investment securities to
be amortized into expense on an accelerated basis thereby reducing income and
yield earned.  Total average investment securities were 9.2% of total average
interest-earning assets for the twelve months ended December 31, 2022, compared
to 8.5% for the twelve months ended December 31, 2021.

Interest-bearing deposits


Average total interest-bearing deposit balances decreased by $8.3 million, or
0.9%, and average rates paid decreased by 0.21% to 0.52% for the twelve months
ended December 31, 2022, as compared to the same period in 2021, primarily due
to scheduled maturities of time deposits that were not replaced and competitive
pressures in the higher interest rate environment, partially offset by organic
deposit growth, including average growth of approximately $18.4 million in
interest-bearing deposits related to Partners' expansion into the Greater
Washington market, and a decrease in the average rate paid on interest bearing
demand, money market, savings and time deposits.

Borrowings


Average total borrowings decreased by $10.3 million, or 17.6%, and average rates
paid increased by 0.31% to 4.04% for the twelve months ended December 31, 2022,
as compared to the same period in 2021.  The decrease in average total
borrowings balances was primarily due to a decrease in the average balance of
FHLB advances resulting from maturities and payoffs of borrowings that were not
replaced and scheduled principal curtailments, a decrease in average borrowings
at the Federal Reserve Bank Discount Window under the PPP Liquidity Facility in
which the loans under the PPP originated by the Company were previously pledged
as collateral, and the early redemption of $2.0 million in subordinated notes
payable, net, in early July 2021.  The increase in average rates paid was
primarily due to the decreases in the average balances of FHLB  advances and
borrowings at the Federal Reserve Bank Discount Window under the PPP Liquidity
Facility, which were lower cost interest-bearing liabilities, partially offset
by the early redemption of subordinated notes payable, which was a higher cost
interest-bearing liability.

Interest earned on assets and interest paid on liabilities is significantly influenced by market factors, specifically interest rate targets established by the Federal Reserve.



The Federal Open Markets Committee ("FOMC") raised Federal Funds target rates by
25 basis points in March 2022, which was the first increase since December 2018.
Subsequent to this, the FOMC raised Federal Funds target rates by 50 basis
points in May 2022, 75 basis points in June 2022, 75 basis points in July 2022,
75 basis points in September 2022, 75 basis points in November 2022, 50 basis
points in December 2022, 25 basis points in January 2023, and 25 basis points in
March 2023. These increases were done in an effort to address increasing
inflation without negatively impacting economic growth. The FOMC currently
projects a continued path of rate increases, with rate increases targeted at
future FOMC meetings in 2023. The FOMC's current Federal Funds target rate range
is 4.75% to 5.00%. As a result, long-term interest rates have increased. The
Company anticipates that the current and projected interest rate environment
will lead to an expanded net interest margin for the Company. In general, the
Company believes interest rate increases lead to improved net interest margins
whereas interest rate decreases result in correspondingly lower net interest
margins.

The following table depicts, for the periods indicated, certain information
related to the average balance sheet and average yields earned on assets and
average costs paid on liabilities for the Company. Such yields and costs 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.

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  Table of Contents

                                                                Year Ended                                  Year Ended
                                                            December 31, 2022                           December 31, 2021
(Dollars in Thousands)                             Average       Interest/                     Average       Interest/
(Unaudited)                                        Balance        Expense      Yield/Rate      Balance        Expense      Yield/Rate
                   Assets
Cash & Due From Banks                            $    15,783    $         -             - %  $    16,608    $         -             - %

Interest Bearing Deposits From Banks                 230,433          3,131          1.36 %      249,436            309          0.12 %
Taxable Securities (1)                               118,170          2,438

2.06 % 95,550 1,365 1.43 % Tax­exempt Securities (2)

                             29,308            

921 3.14 % 34,224 1,092 3.19 % Total Investment Securities (1) (2)

                  147,478          3,359          2.28 %      129,774          2,457          1.89 %
Federal Funds Sold                                    50,109            793          1.58 %       60,891             59          0.10 %
Loans: (3)
Commercial and Industrial (4)                        135,444          7,176          5.30 %      155,584          9,179          5.90 %
Real Estate (4)                                    1,014,156         47,328          4.67 %      904,513         42,702          4.72 %
Consumer (4)                                           2,295            128          5.58 %        3,158            182          5.76 %
Keyline Equity (4)                                    17,251            865          5.01 %       17,147            616          3.59 %
Visa Credit Card                                           -              -             - %           48              2          4.17 %
State and Political                                      883             44          4.98 %          804             42          5.22 %
Keyline Credit                                           121             29         23.97 %          127             29         22.83 %
Other Loans                                            1,431             11          0.77 %        7,688             14          0.18 %
Total Loans (2)                                    1,171,581         55,581          4.74 %    1,089,069         52,766          4.85 %
Allowance For Credit Losses                           14,337                                      14,797

Unamortized Discounts on Acquired Loans                1,964               

                       3,241
Total Loans, Net                                   1,155,280                                   1,071,031
Other Assets                                          62,233                                      72,196
Total Assets/Interest Income                     $ 1,661,316    $    62,864                  $ 1,599,936    $    55,591

    Liabilities and Stockholders' Equity
Deposits In Domestic Offices
Non­interest Bearing Demand                      $   563,778    $         -             - %  $   482,914    $         -             - %
Interest Bearing Demand                              146,316            343          0.23 %      127,853            412          0.32 %
Money Market Accounts                                278,431            605          0.22 %      239,339            655          0.27 %
Savings Accounts                                     148,665            226          0.15 %      128,039            201          0.16 %
All Time Deposits                                    328,514          3,480

1.06 % 415,014 5,408 1.30 % Total Interest Bearing Deposits

                      901,926          4,654          0.52 %      910,245          6,676          0.73 %
Total Deposits                                     1,465,704                                   1,393,159
Borrowings                                            25,443            482          1.89 %       34,786            625          1.80 %
Notes Payable                                         22,815          1,470          6.44 %       23,771          1,560          6.56 %
Lease Liability                                        2,069             58          2.80 %        2,188             62          2.83 %
Other Liabilities                                      9,744              -                        9,661              -
Stockholders' Equity                                 135,541              -                      136,371              -

Total Liabilities & Equity/Interest Expense      $ 1,661,316    $     6,664                  $ 1,599,936    $     8,923

Earning Assets/Interest Income (2)               $ 1,599,601    $    62,864

3.93 % $ 1,529,170 $ 55,591 3.64 % Interest Bearing Liabilities/Interest Expense $ 952,253 $ 6,664

0.70 % $ 970,990 $ 8,923 0.92 % Net interest income

$    56,200                                 $    46,668

Net Yield on Interest Earning Assets                                                 3.51 %                                      3.05 %
Earning Assets/Interest Expense                                            

         0.42 %                                      0.58 %
Net Interest Spread (2)                                                              3.23 %                                      2.72 %
Net Interest Margin (2)                                                              3.51 %                                      3.05 %

Yields on securities available-for-sale have been calculated on the basis of (1) historical cost and do not give effect to changes in the fair value of those

securities, which is reflected as a component of stockholders' equity.

Presented on a taxable-equivalent basis using the statutory income tax rate

of 21.0% for 2022 and 2021. Taxable equivalent adjustments of $193 thousand (2) and $11 thousand are included in the calculation of tax exempt income for


    investment interest income and loan interest income, respectively for
    the year ended December 31, 2022 and $229 thousand and $9 thousand,
    respectively for the year ended December 31, 2021.

(3) Loans placed on nonaccrual are included in average balances.

Yields do not include the average balance of the fair value adjustment for (4) pools of non-credit impaired loans acquired or discounts on credit impaired


    loans acquired.


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The level of net interest income is affected primarily by variations in the
volume and mix of these interest-earning assets and interest-bearing
liabilities, as well as changes in interest rates. The following table shows the
effect that these factors had on the interest earned from the Company's
interest-earning assets and interest paid on its interest-bearing liabilities
for the year ended December 31, 2022 versus 2021.

                            Rate and Volume Analysis

             Year Ended December 31, 2022 Versus December 31, 2021

                             (Dollars in Thousands)

                                       Increase (Decrease) Due to
                                  Volume      Yield/Rate        Net
Earning Assets
Loans (1)                         $ 3,999    $    (1,184)    $   2,815
Investment securities
Taxable                               323             750        1,073
Exempt from Federal income tax      (157)            (14)        (171)
Federal funds sold                   (10)             744          734
Other interest income                (24)           2,846        2,822
Total interest income               4,131           3,142        7,273
Interest Bearing Liabilities
Interest bearing deposits            (61)         (1,961)      (2,022)
Notes payable and leases             (68)            (26)         (94)
Funds purchased                     (167)              24        (143)
Total Interest Expense              (296)         (1,963)      (2,259)
Net Interest Income               $ 4,427    $      5,105    $   9,532

(1) Nonaccrual loans are included in average balances and do not have a material

effect on the average yield.




Interest Sensitivity. The Company monitors and manages the pricing and maturity
of its assets and liabilities in order to diminish the potential adverse impact
that changes in interest rates could have on its net interest income. The
Company also performs asset/liability modeling to assess the impact varying
interest rates and balance sheet mix assumptions will have on net interest
income. Interest rate sensitivity can be managed by repricing assets or
liabilities, selling investment securities available for sale, replacing an
asset or liability at maturity, or adjusting the interest rate during the life
of an asset or liability. 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. The Company
evaluates interest sensitivity risk and then formulates guidelines regarding
asset generation and repricing, funding sources and pricing, and off-balance
sheet commitments in order to decrease interest rate sensitivity risk.

At December 31, 2022, the Company was asset sensitive within the one-year time
frame when looking at a repricing gap analysis. The cumulative gap, in an
unchanged interest rate environment, as a percentage of total assets up to
one year is 13.7%. A positive gap indicates more assets than liabilities are
repricing within the indicated time frame. Management believes there is more
upside potential than downside risk and, based on the current and projected
interest rate environment, management expects to see net interest income rise in
the future.

Provision and Allowance for Credit Losses



The Company has developed policies and procedures for evaluating the overall
quality of its credit portfolio and for timely identifying potential problem
loans. Management's judgment as to the adequacy of the allowance for credit
losses is based upon a number of assumptions about future events which it
believes to be reasonable, but which may not prove to be accurate. Thus, there
can be no assurance that loan charge-offs in future periods will not exceed the
allowance for credit losses or that additional increases in the allowance for
credit losses will not be required.

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Table of Contents


The Company's allowance for credit losses consists of two parts. The first part
is determined in accordance with authoritative guidance issued by the Financial
Accounting Standards Board ("FASB") regarding the allowance for credit losses.
The Company's determination of this part of the allowance for credit losses is
based upon quantitative and qualitative factors. A loan loss history based upon
the prior three years is utilized in determining the appropriate allowance for
credit losses. Historical loss factors are determined by criticized and
uncriticized loans by loan type. These historical loss factors are applied to
the loans by loan type to determine an indicated allowance for credit losses.
The historical loss factors may also be modified based upon other qualitative
factors including, but not limited to, local and national economic conditions,
trends of delinquent loans, changes in lending policies and underwriting
standards, concentrations, and management's knowledge of the loan portfolio.

The second part of the allowance for credit losses is determined in accordance
with guidance issued by the FASB regarding impaired loans. A loan is considered
impaired when, based on current information and events, it is probable that the
Company will be unable to collect the scheduled payments of principal or
interest when due according to the contractual terms of the loan agreement.
Factors considered by management in determining impairment include payment
status, collateral value, and the probability of collecting scheduled principal
and interest payments when due. Loans that experience insignificant payment
delays and payment shortfalls generally are not classified as impaired.
Management determines the significance of payment delays and payment shortfalls
on a case-by-case basis, taking into consideration all of the circumstances
surrounding the loan and the borrower, including the length of the delay, the
reasons for the delay, the borrower's prior payment record, and the amount of
the shortfall in relation to the principal and interest owed. Impairment is
measured on a loan by loan basis. Impaired loans not deemed collateral dependent
are analyzed according to the ultimate repayment source, whether that is cash
flow from the borrower, guarantor or some other source of repayment. Impaired
loans are deemed collateral dependent if in the Company's opinion the ultimate
source of repayment will be generated from the liquidation of collateral.

The sum of the two parts constitutes management's best estimate of an
appropriate allowance for credit losses. When the estimated allowance for credit
losses is determined, it is presented to the Company's Board of Directors for
review and approval on a quarterly basis.

At December 31, 2022, the Company's allowance for credit losses was
$14.3 million, or 1.16% of total outstanding loans. At December 31, 2021, the
allowance for credit losses was $14.7 million, or 1.31% of total outstanding
loans. The Company's provision for credit losses was $1.3 million for the year
ended December 31, 2022, as compared to $2.3 million for the year ended
December 31, 2021. The decrease in the provision for credit losses during the
twelve months ended December 31, 2022, as compared to the same period of 2021,
was primarily due to a reduction of qualitative adjustment factors that had
previously been increased in the allowance for credit losses related to the
COVID-19 pandemic and the uncertainty in the economic environment, and the
reversal of a specific reserve on one loan relationship due to a large principal
curtailment and improved performance, which were partially offset by higher net
charge-offs, loans acquired in the Partners acquisition that have converted from
acquired to originated status, and organic loan growth. The provision for credit
losses during the twelve months ended December 31, 2022, as well as the
allowance for credit losses as of December 31, 2022, represents management's
best estimate of the impact of current economic trends, including the impact of
the COVID-19 pandemic, on the ability of the Company's borrowers to repay their
loans. Management continues to carefully assess the exposure of the Company's
loan portfolio to COVID-19 pandemic related factors, economic trends and their
potential effect on asset quality. As of December 31, 2022, the Company's
delinquencies and nonperforming assets had not been materially impacted by the
COVID-19 pandemic. In addition, as of December 31, 2022, all of the loan
balances that were approved by the Company, on a consolidated basis, for loan
payment deferrals or payments of interest only have either resumed regular
payments or have been paid off.

The Company discontinues accrual of interest on loans when management believes,
after considering economic and business conditions and collection efforts that a
borrower's financial condition is such that the collection of interest is
doubtful. Generally, the Company will place a delinquent loan in nonaccrual
status when the loan becomes 90 days or more past due. At the time a loan is
placed in nonaccrual status, all interest which has been accrued on the loan but
remains unpaid is reversed and deducted from earnings as a reduction of reported
interest income. No additional interest is accrued on the loan balance until the
collection of both principal and interest becomes reasonably certain.

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The following tables illustrate the Company's past due and nonaccrual loans at December 31, 2022 and 2021:



                         Past Due and Nonaccrual Loans

                             (Dollars in Thousands)

                         At December 31, 2022 and 2021

                              30 - 89 Days     Greater than 90 Days       Total
December 31, 2022               Past Due             Past Due            Past Due      NonAccrual
Real Estate Mortgage
Construction and land
development                   $           -    $                 259    $      259    $        259
Residential real estate               1,174                       51         1,225           1,263
Nonresidential                          474                      305           779             305
Home equity loans                        54                       45            99               -
Commercial                                -                        -             -             327
Consumer and other loans                  2                        -             2               -
TOTAL                         $       1,704    $                 660    $    2,364    $      2,154


                              30 - 89 Days      Greater than 90 Days       Total
December 31, 2021               Past Due              Past Due            Past Due      NonAccrual
Real Estate Mortgage
Construction and land
development                   $           -    $                  598    $      598    $        598
Residential real estate                 903                       361         1,264           1,293
Nonresidential                            -                     2,915         2,915           6,486
Home equity loans                       160                         -           160               -
Commercial                               46                        77           123             584
Consumer and other loans                 15                         -            15               -
TOTAL                         $       1,124    $                3,951    $    5,075    $      8,961


Total nonaccrual loans at December 31, 2022 were $2.2 million, which reflects a
decrease of $6.8 million from $9.0 million at December 31, 2021. Management
believes the relationships on nonaccrual were adequately reserved at
December 31, 2022. TDRs not past due or on nonaccrual at December 31, 2022
amounted to $2.3 million, as compared to $3.9 million at December 31, 2021.
This decrease was primarily due to five loan relationships that no longer met
the definition of a TDR and pay-downs of principal loan balances during 2022.
There was also one loan with a balance of $172 thousand at December 31, 2022
that was classified as nonaccrual during 2022. Total TDRs decreased $4.5 million
to $3.4 million at December 31, 2022, compared to $7.9 million at December 31,
2021. Of this decrease, approximately $1.1 million was due to five loan
relationships that are no longer considered to be TDRs due to the restructuring
of the loans subsequent to them initially being classified as a TDR.  At the
time of the subsequent restructurings, the borrowers were not experiencing
financial difficulties and, under the terms of the subsequent restructuring
agreements, no concessions have been granted to the borrowers.  In addition,
during 2022, one loan relationship that was classified as a TDR was paid down
and the remaining balance was charged-off, reducing the balance in total by
approximately $2.9 million, which was partially offset by one loan relationship
in the amount of approximately $48 thousand being classified as a TDR during the
second quarter of 2022.  The remaining decrease was the result of loan
relationships classified as TDRs that were paid down or paid off.

Nonperforming assets, defined as nonaccrual loans, loans past due 90 days or
more and accruing, and OREO, net, at December 31, 2022 were $2.2 million
compared to $9.8 million at December 31, 2021. The Company's ratio of
nonperforming assets to total assets was 0.14% at December 31, 2022 compared to
0.60% at December 31, 2021. As noted above, there was a decrease in nonaccrual
loans during the year ended December 31, 2022. OREO, net decreased during the
year ended December 31, 2022 by $837 thousand. There were two properties with
aggregate values of $837 thousand that were sold at a gain of $7 thousand during
the first quarter of 2022.

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It is likely that the COVID-19 pandemic and the economic disruption related to
it as well as the uncertainty in the macroeconomic environment due to higher
market interest rates, inflation and the possibility of a recession will
continue to negatively impact the Company's financial position and results of
operations during the year ending December 31, 2023.

The following tables provide additional information on the Company's nonperforming assets at December 31, 2022 and 2021.



                              Nonperforming Assets

                             (Dollars in thousands)

                                                   December 31,       December 31,
                                                       2022               2021
Nonperforming assets:
Nonaccrual loans                                  $         2,154    $         8,961

Loans past due 90 days or more and accruing                    45          

-


Total nonperforming loans (NPLs)                  $         2,199    $     

8,961


Other real estate owned (OREO)                                  -          

837


Total nonperforming assets (NPAs)                 $         2,199    $     

9,798

Performing TDR's and TDR's 30-89 days past due $ 2,333 $


   3,922
NPLs/Total Assets                                            0.14 %             0.54 %
NPAs/Total Assets                                            0.14 %             0.60 %
NPAs and TDRs/Total Assets                                   0.29 %             0.83 %

Allowance for credit losses/Nonaccrual Loans               664.58 %           163.55 %
Allowance for credit losses/NPLs                           650.98 %           163.55 %
Nonaccrual loans to total loans outstanding                  0.18 %        

    0.81 %


                          Nonperforming Loans by Type

                             (Dollars in thousands)

                                      December 31,       December 31,
                                          2022               2021
Real Estate Mortgage
Construction and land development    $           259    $           598
Residential real estate                        1,263              1,293
Nonresidential                                   305              6,486
Home equity loans                                 45                  -
Commercial                                       327                584
Consumer and other loans                           -                  -
Total                                $         2,199    $         8,961


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The following table provides data related to loan balances and the allowance for credit losses for the years ended December 31, 2022 and 2021.



                        Allowance for Credit Losses Data

                             (Dollars in Thousands)

                         At December 31, 2022 and 2021

                                                                December 31,       December 31,
                                                                    2022               2021
Average loans outstanding                                      $     1,171,581    $     1,089,069
Total loans outstanding                                              1,232,866          1,117,195
Total nonaccrual loans                                                   2,154              8,961
Net loans charged off                                                    1,689                870
Provision for credit losses                                              1,348              2,323
Allowance for credit losses                                             14,315             14,656

Allowance as a percentage of total loans outstanding                       1.2 %              1.3 %
Net loans charged off to average loans outstanding                         0.1 %              0.1 %
Nonaccrual loans as a percentage of total loans outstanding                0.2 %              0.8 %
Allowance as a percentage of nonaccrual loans outstanding                664.6 %            163.6 %


The following table represents the activity of the allowance for credit losses for the years ended December 31, 2022 and 2021 by loan type:



         Allowance for Credit Losses and Recorded Investments in Loans

                             (Dollars in Thousands)

                         At December 31, 2022 and 2021

                                                                                      December 31, 2022
                                                       Real Estate Mortgage
                                Construction
                                  and Land        Residential                                                           Consumer
                                 Development      Real Estate      Nonresidential      Home Equity      Commercial     and Other      Unallocated      Total
Beginning Balance               $       1,143    $       1,893    $          9,239    $         212    $      1,885    $       36    $         248   $  14,656
Charge-offs                              (13)                -             (1,555)             (27)           (182)          (72)                -     (1,849)
Recoveries                                  1               59                  23                9              20            48                -         160
Provision (recovery)                     (51)              107                 930               55             195            64               48       1,348
Ending Balance                  $       1,080    $       2,059    $          8,637    $         249    $      1,918    $       76    $         296   $  14,315


                                                                                    December 31, 2021
                                                     Real Estate Mortgage
                              Construction
                                and Land        Residential                                                           Consumer
                               Development      Real Estate      Nonresidential      Home Equity      Commercial     and Other      Unallocated      Total
Beginning Balance             $         903    $       2,351    $          7,584    $         271    $      1,943    $       37    $         114    $ 13,203
Charge-offs                               -             (39)               (692)              (7)           (184)          (66)                -       (988)
Recoveries                                1               23                  53                3              16            22                -         118
Provision (recovery)                    239            (442)               2,294             (55)             110            43              134       2,323
Ending Balance                $       1,143    $       1,893    $          9,239    $         212    $      1,885    $       36    $         248    $ 14,656


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The following table provides information related to the allocation of the allowance for credit losses by loan category, the related loan balance for each category, and the percentage of loan balance to total loans by category:



                 Allocation of the Allowance for Credit Losses

                         At December 31, 2022 and 2021

                             (Dollars in thousands)

                                                 December 31,                              December 31,
                                                      2022                                      2021
                                                                    Percent                                   Percent
                                                                      of                                        of
                                        Loan                         Total        Loan                         Total
                                      Balances       Allocation      Loans      Balances       Allocation      Loans
Real Estate Mortgage
Construction and land development    $   117,296    $      1,080         10 %  $   107,983    $      1,143         10 %
Residential real estate                  229,904           2,059         19

%      201,230           1,893         18 %
Nonresidential                           722,620           8,637         58 %      642,217           9,239         57 %
Home equity loans                         31,445             249          3 %       30,395             212          3 %
Commercial                               128,553           1,918         10 %      130,908           1,885         12 %

Consumer and other loans                   3,048              76          - %        4,462              36          - %
Unallocated                                    -             296          - %            -             248          - %
                                     $ 1,232,866    $     14,315        100 %  $ 1,117,195    $     14,656        100 %


Additional information related to net charge-offs (recoveries) is presented in
the tables below.

                                                   December 31,                                  December 31,
                                                        2022                                          2021

                                          Net                           Net             Net                           Net
                                      Charge-Offs       Average      Charge-Off     Charge-Offs       Average      Charge-Off
Dollars in thousands                 (Recoveries)        Loans         Ratio       (Recoveries)        Loans         Ratio

Year Ended
Real Estate Mortgage

Construction and land development    $          12    $   109,679
0.01 %  $         (1)    $    91,780        (0.00) %
Residential real estate                       (59)        221,458        (0.03) %             16        209,776          0.01 %
Nonresidential                               1,532        674,238          0.23 %            639        599,647          0.11 %
Home equity loans                               18         27,501          0.07 %              4         28,861          0.01 %
Commercial                                     162        135,324          0.12 %            168        155,148          0.11 %
Consumer and other loans                        24          3,381          0.71 %             44          3,857          1.14 %
Total Loans Receivable               $       1,689    $ 1,171,581

0.14 % $ 870 $ 1,089,069 0.08 %

Noninterest Income



Noninterest Income. The Company's primary source of noninterest income is
service charges on deposit accounts, mortgage banking income and other income.
Sources of other noninterest income include ATM and credit card fees, debit card
income, safe deposit box income, earnings on bank owned life insurance policies
and investment fees and commissions.

Noninterest income for the twelve months ended December 31, 2022 decreased by
$3.1 million, or 37.5%, when compared to the twelve months ended December 31,
2021.  Key changes in the components of noninterest income for the twelve months
ended December 31, 2022, as compared to the same period in 2021, are as follows:

Service charges on deposit accounts increased by $178 thousand, or 22.0%, due

primarily to increases in overdraft fees as a result of the easing of

? restrictions and the lifting of lockdowns in the Company's markets of operation


   and Partners no longer automatically waiving overdraft fees which was
   previously done in an


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effort to provide all necessary financial support and services to its customers

and communities, both as related to the ongoing COVID-19 pandemic as compared to

the same period of 2021;

(Losses) gains on sales and calls of investment securities decreased by $33

thousand, or 119.4%, due primarily to Partners recording losses of $5 thousand

on sales or calls of investment securities during the twelve months ended

December 31, 2022, as compared to recording gains of $25 thousand on sales or

? calls of investment securities during the same period of 2021. In addition,

during the twelve months ended December 31, 2021, Delmarva recorded gains of $3

thousand on sales or calls of investment securities, as compared to recording

no gains on sales or calls of investment securities during the same period of

2022;

Mortgage banking income, net decreased by $2.5 million, or 67.3%, due primarily

? to Partners' majority owned subsidiary JMC having a lower volume of loan

closings as compared to the same period in 2021;

(Losses) gains on disposal of other assets, net decreased by $27 thousand, or

1,944.1%, as a result of Delmarva recording losses of $26 thousand on the

? disposal of certain assets in connection with the closing of its North Ocean

City, Maryland branch during the fourth quarter of 2022, as compared to

Delmarva recording a gain of $1 thousand on the sale of its VISA credit card

portfolio during the first quarter of 2021; and

Impairment loss on restricted stock increased from zero to $1 thousand, due

? primarily to Partners recording the final write-down of its investment in

Maryland Financial Bank, which had been going through an orderly liquidation;

Other income decreased by $708 thousand, or 19.0%, due primarily to lower

mortgage division fees at Delmarva, Partners recording lower fees from its

? participation in a loan hedging program with a correspondent bank, and

decreases in ATM fees and debit card income, which were partially offset by

Delmarva recording higher earnings on bank owned life insurance policies due to

additional purchases made in 2021.

Noninterest Expense



Noninterest Expense. Noninterest expense includes all expenses with the
exception of those paid for interest on deposits and borrowings. Significant
expense items included in this component are salaries and employee benefits,
premises and equipment and other operating expenses.

Noninterest expense for the twelve months ended December 31, 2022 decreased by
$436 thousand, or 1.0%, when compared to the twelve months ended December 31,
2021.  Key changes in the components of noninterest expense for the twelve
months ended December 31, 2022, as compared to the same period in 2021, are as
follows:

Salaries and employee benefits decreased by $889 thousand, or 3.8%, primarily

due to recording no accelerated stock-based compensation expense during the

twelve months ended December 31, 2022 as compared to recording $896 thousand in

accelerated stock-based compensation expense during the same period of 2021

related to the accelerated vesting of restricted stock awards, which

accelerated vesting was subject to the prior approval of the Company and was

? not contingent on the closing of the merger with OCFC, decreases related to

staffing changes and a decrease in commissions expense paid due to the decrease

in mortgage banking income from Partners' majority owned subsidiary JMC, which

were partially offset by merit increases and higher expenses related to payroll

taxes, benefit costs, and bonus accruals. In addition, salaries and employee

benefits increased due to Partners' new key hires and expansion into the

Greater Washington market and Delmarva opening its new full-service branch at

26th Street in Ocean City, Maryland;

Premises and equipment increased by $568 thousand, or 11.1%, primarily due to

increases related to Delmarva opening its new full-service branch at 26th

? Street in Ocean City, Maryland during the second quarter of 2021 and Partners

opening its new full-service branch and commercial banking office in Reston,

Virginia during the third quarter of 2021, and higher expenses related to


   repairs and maintenance, software


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amortization and maintenance contracts, which were partially offset by lower

expenses related to Partners' majority owned subsidiary JMC, building security

and purchased software, the cost of which did not qualify for capitalization;

(Gains) losses and operating expenses on other real estate owned, net increased

by $179 thousand, or 105.6%, primarily due to valuation adjustments being

? recorded on properties during the twelve months ended December 31, 2021 as

compared to no valuation adjustments being recorded during the same period of

2022, and lower expenses related to other real estate owned;

Amortization of core deposit intangible decreased by $80 thousand, or 13.3%,

? primarily due to lower amortization related to the $2.7 million and $1.5

million, respectively, in core deposit intangibles recognized in the Partners

and Liberty acquisitions;

Merger related expenses increased by $421 thousand, or 43.0%, primarily due to

? higher legal fees and other costs associated with the terminated merger with

OCFC; and

Other expenses decreased by $277 thousand, or 2.3%, primarily due to lower

expenses related to professional services, stationery, printing and supplies,

? director fees, correspondent bank services, legal, and other, which were

partially offset by higher expenses related to postage and delivery, FDIC

insurance assessments, marketing, ATM, and audit and related professional fees.

The following table sets forth the primary components of other operating expenses for the periods indicated:



                            Other Operating Expenses

                             (Dollars in Thousands)

                                        December 31,
                                        2022      2021
Professional services               $     727 $     769
Stationary, printing and supplies         212       273
Postage and delivery                      257       197
FDIC assessment                           927       904
State bank assessment                      60        66
Directors fees and expenses               693       742
Marketing                                 489       443
Correspondent bank services               101       122
ATM expenses                            1,112     1,030
Telephones and mobile devices             816       806
Membership dues and fees                  123       128
Legal fees                                337       562
Audit and related professional fees       470       358
Insurance                                 265       267
Listing fees                               59        58
Other                                   5,134     5,334
                                    $  11,782 $  12,059


Income Taxes

The provision for income taxes was $4.5 million during the year ended December
31, 2022, compared to the provision for income taxes of $2.2 million during the
year ended December 31, 2021, an increase of $2.3 million or 100.8%. This
increase was due primarily to higher consolidated income before taxes, higher
merger related expenses, which are typically non-deductible, and lower earnings
on tax-exempt income, primarily tax-exempt investment securities. For the twelve
months ended December 31, 2022, the Company's effective tax rate was
approximately 24.9% as compared to 23.3% for the same period in 2021.

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Partners is not subject to Virginia state income tax, but instead pays Virginia
franchise tax. The Virginia franchise tax paid by Partners is recorded in the
"Other operating expenses" line item on the Consolidated Statements of Income
for the twelve months ended December 31, 2022 and 2021.

Financial Condition

Interest Earning Assets



Loans. Loans typically provide higher yields than the other types of interest
earning assets, and thus one of the Company's goals is to increase loan
balances. Management attempts to control and counterbalance the inherent credit
and liquidity risks associated with the higher loan yields without sacrificing
asset quality to achieve its asset mix goals. Total gross loans, excluding
unamortized discounts on acquired loans, averaged $1.17 billion and $1.09
billion during the years ended December 31, 2022 and 2021, respectively.

The following table shows the composition of the loan portfolio by category:

                   Composition of Loan Portfolio by Category

                             (Dollars in Thousands)

                        As of December 31, 2022 and 2021

                                      December 31,       December 31,
                                          2022               2021
Real Estate Mortgage
Construction and land development    $       117,296    $       107,983
Residential real estate                      229,904            201,230
Nonresidential                               722,620            642,217
Home equity loans                             31,445             30,395
Commercial                                   128,553            130,908
Consumer and other loans                       3,048              4,462
                                           1,232,866          1,117,195
Less: Allowance for credit losses           (14,315)           (14,656)
                                     $     1,218,551    $     1,102,539


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The following table sets forth the repricing characteristics and sensitivity to
interest rate changes of the Company's loan portfolio, including unamortized
discounts on acquired loans at December 31, 2022.

                 Loan Maturities and Interest Rate Sensitivity

                              At December 31, 2022

                             (Dollars in thousands)

                                                    Between           Between
                                     One Year       One and          Five and             After
December 31, 2022                     or Less      Five Years      Fifteen Years      Fifteen Years        Total
Real Estate Mortgage

Construction and land development    $  61,019    $     32,515    $       

16,984    $         6,778    $   117,296
Residential real estate                 41,739         126,515             38,495             23,155        229,904
Nonresidential                         117,493         433,602            154,822             16,703        722,620
Home equity loans                       18,867           4,293              4,799              3,486         31,445
Commercial                              52,413          53,165             15,751              7,224        128,553
Consumer and other loans                   693           1,050                673                632          3,048
Total loans receivable               $ 292,224    $    651,140    $       231,524    $        57,978    $ 1,232,866

Fixed-rate loans:
Real Estate Mortgage

Construction and land development    $  27,788    $     23,427    $        

9,698    $         5,559    $    66,472
Residential real estate                 27,152          98,962             11,010                970        138,094
Nonresidential                          99,198         393,455            100,666              7,124        600,443
Home equity loans                            -               -                  -                  -              -
Commercial                              10,552          48,927             15,654                564         75,697
Consumer and other loans                   614           1,038                603                565          2,820
Total fixed-rate loans               $ 165,304    $    565,809    $       137,631    $        14,782    $   883,526

Floating-rate loans:
Real Estate Mortgage

Construction and land development    $  33,231    $      9,088    $         7,286    $         1,219    $    50,824
Residential real estate                 14,587          27,553             27,485             22,185         91,810
Nonresidential                          18,295          40,147             54,156              9,579        122,177
Home equity loans                       18,867           4,293              4,799              3,486         31,445
Commercial                              41,861           4,238                 97              6,660         52,856
Consumer and other loans                    79              12                 70                 67            228
Total floating-rate loans            $ 126,920    $     85,331    $       

93,893 $ 43,196 $ 349,340


At December 31, 2022, real estate mortgage loans included $334.3 million of
owner-occupied non-farm, non-residential loans, and $319.3 million of other
non-farm, non-residential loans, which is 30.4% and 29.0% of real estate
mortgage loans, respectively. By comparison, at December 31, 2021, real estate
mortgage loans included $287.4 million of owner-occupied non-farm,
non-residential loans, and $313.8 million of other non-farm, non-residential
loans, which is 29.3% and 32.0% of real estate mortgage loans, respectively.
This represents an increase at December 31, 2022 of $47.0 million and
$5.5 million, or 16.3% and 1.8%, in owner-occupied non-farm, non-residential
loans and other non-farm, non-residential loans, respectively.

At December 31, 2022, real estate mortgage loans included $117.3 million of
construction and land development loans, and $52.3 million of multi-family
residential loans, which is 10.7% and 4.8% of real estate mortgage loans,
respectively. By comparison, at December 31, 2021, real estate mortgage loans
included $107.9 million of construction and land development loans, and
$24.4 million of multi-family residential loans, which is 11.0% and 2.5% of real
estate mortgage loans, respectively. This represents an increase at December 31,
2022 of $9.4 million and $27.9 million, or 8.7% and 114.3%, in construction and
land development loans and multi-family residential loans, respectively.

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Commercial real estate loans, excluding owner-occupied non-farm, non-residential
loans, were 273.9% of total risk-based capital at December 31, 2022, as compared
to 267.9% at December 31, 2021. Construction and land development loans were
65.7% of total risk-based capital at December 31, 2022, as compared to 64.8% at
December 31, 2021.

At December 31, 2022, real estate mortgage loans included home equity loans of
$31.4 million and residential real estate loans of $229.9 million, compared to
$30.4 million and $201.2 million at December 31, 2021, respectively. Home equity
loans increased $1.1 million, or 3.5%, during the year ended December 31, 2022,
while residential real estate loans increased $28.7 million, or 14.2%, during
the year ended December 31, 2022. At December 31, 2022, commercial loans were
$128.6 million, compared to $130.9 million at December 31, 2021, a decrease of
$2.4 million, or 1.8%, during the year ended December 31, 2022.

The overall increase in loans from the year ended December 31, 2021 to December
31, 2022 was due primarily to an increase in organic growth, including growth of
approximately $68.9 million in loans related to Partners' expansion into the
Greater Washington market, which was partially offset by forgiveness payments
received of approximately $8.2 million under round two of the PPP. As of
December 31, 2022, there were no loans under the PPP that were still
outstanding.

Investment Securities. The investment securities portfolio is a significant
component of the Company's total interest-earning assets. Total investment
securities averaged $147.5 million during the year ended December 31, 2022 as
compared to $129.8 million for the year ended December 31, 2021. This
represented 9.2% and 8.5% of total average interest-earning assets for the years
ended December 31, 2022 and 2021, respectively. This increase was primarily due
to management of the investment securities portfolio in light of the Company's
liquidity needs and lower accelerated pre-payments on mortgage-backed investment
securities, partially offset by calls on higher yielding investment securities
in the low interest rate environment during 2021. During the twelve months ended
December 31, 2021, accelerated pre-payments on mortgage-backed investment
securities caused the premiums paid on these investment securities to be
amortized into expense on an accelerated basis thereby reducing income and yield
earned.

During the year ended December 31, 2022, the Company's investment securities
portfolio was negatively impacted by unrealized losses in the market value of
investment securities available for sale as a result of increases in market
interest rates. The Company believes that further increases in market interest
rates will likely result in higher unrealized losses in the market value of the
investment securities available for sale portfolio. The Company expects to
recover its investment in debt securities through scheduled payments of
principal and interest, and unrealized losses are not expected to affect the
earnings or regulatory capital of the Company.

The Company classifies all of its investment securities as available for sale.
This classification requires that investment securities be recorded at their
fair value with any difference between the fair value and amortized cost (the
purchase price adjusted by any discount accretion or premium amortization)
reported as a component of stockholders' equity (accumulated other comprehensive
income (loss)), net of deferred taxes. At December 31, 2022 and 2021, investment
securities available for sale, at fair value totaled $133.7 million and
$122.0 million, respectively. Investment securities available for sale, at fair
value increased by $11.7 million, or 9.5%, during the year ended December 31,
2022. This increase was primarily due to management of the investment securities
portfolio in light of the Company's liquidity needs, which was partially offset
by two higher yielding investment securities being called, and an increase in
unrealized losses on the investment securities available for sale portfolio. The
Company attempts to maintain an investment securities portfolio of high quality,
highly liquid investments with returns competitive with short-term U.S. Treasury
or agency obligations. This objective is particularly important as the Company
focuses on growing its loan portfolio. The Company primarily invests in
securities of U.S. Government agencies, municipals, and corporate obligations.
At December 31, 2022 and 2021 there were no issuers, other than the U.S.
Government and its agencies, whose securities owned by the Company had a book or
fair value exceeding 10% of the Company's stockholders' equity.

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The following table summarizes the amortized cost and fair value of investment securities available for sale for the dates indicated:



             Amortized Cost and Fair Value of Investment Securities

                             (Dollars in Thousands)

                        As of December 31, 2022 and 2021

                                                                 December 31, 2022
                                                                      Gross           Gross
                                       Amortized     Percentage     Unrealized      Unrealized       Fair
                                          Cost        of Total        Gains           Losses         Value
Obligations of U.S. Government
agencies and corporations              $   17,115          11.4 %  $          -    $      1,649    $  15,466
Obligations of States and political
subdivisions                               29,480          19.6 %             7           2,422       27,065
Mortgage-backed securities                101,626          67.4 %             -          12,886       88,740
Subordinated debt investments               2,468           1.6 %          

  -              82        2,386
                                       $  150,689         100.0 %  $          7    $     17,039    $ 133,657


                                                                 December 31, 2021
                                                                      Gross           Gross
                                       Amortized     Percentage     Unrealized      Unrealized       Fair
                                          Cost        of Total        Gains           Losses         Value
Obligations of U.S. Government
agencies and corporations              $    6,547           5.4 %  $         46    $        142    $   6,451
Obligations of States and political
subdivisions                               29,792          24.5 %         1,397              63       31,126
Mortgage-backed securities                 83,213          68.5 %           279           1,089       82,403
Subordinated debt investments               1,990           1.6 %          

 51               -        2,041
                                       $  121,542         100.0 %  $      1,773    $      1,294    $ 122,021


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The following table sets forth the fair value and weighted average yields by
maturity category of the investment securities available for sale portfolio as
of December 31, 2022. Weighted-average yields have been computed on a fully
taxable-equivalent basis using a tax rate of 21%. Mortgage-backed securities are
included in maturity categories based on their stated maturity date. Expected
maturities may differ from contractual maturities because issuers may have the
right to call or prepay obligations.

  Fair Value and Weighted Average Yields of Investment Securities by Maturity

                             (Dollars in Thousands)

                            As of December 31, 2022

                                                                        December 31, 2022

                         Within 1 Year             1-5 Years               5-10 years            After 10 Years               Total
                                  Weighted                Weighted                Weighted                Weighted                 Weighted
                        Fair      Average       Fair      Average      

Fair Average Fair Average Fair Average


                       Value       Yield       Value       Yield       Value       Yield       Value       Yield        Value       Yield
Obligations of
U.S. Government
agencies and
corporations          $      -           - %  $  8,553        3.64 %  $  5,015        1.85 %  $  1,898        1.92 %  $  15,466        2.85 %
Obligations of
States and
political
subdivisions                 -           - %     4,277        2.84 %    

11,197 2.49 % 11,591 2.45 % 27,065 2.53 % Mortgage-backed securities

                   1        4.49 %       509        1.43 %    

23,572 2.40 % 64,658 1.79 % 88,740 1.95 % Subordinated debt investments

                  -           - %         -           - %     2,386        5.55 %         -           - %      2,386        5.55 %
                      $      1        4.49 %  $ 13,339        3.30 %  $ 42,170        2.54 %  $ 78,147        1.89 %  $ 133,657        2.24 %


In addition, the Company holds stock in various correspondent banks as well as
the Federal Reserve. The balance of these securities was $6.5 million and $4.9
million at December 31, 2022 and 2021, respectively, an increase of $1.6
million, or 33.7%, for the year ended December 31, 2022.

Due to the increase in longer term interest rates and ongoing volatility in the
securities markets during the year ended December 31, 2022, the net unrealized
losses in the Company's investment securities available for sale portfolio
increased from December 31, 2021 by approximately $17.5 million, or 3,655.7%, to
$17.0 million at December 31, 2022.

Subsequent interest rate fluctuations could have an adverse effect on our investment securities available for sale portfolio by increasing reinvestment risk and reducing our ability to achieve our targeted investment returns.

Interest Bearing Liabilities



Deposits. Average total deposits increased from $1.39 billion to $1.47 billion,
an increase of $72.5 million, or 5.2%, for the year ended December 31, 2022 over
the average total deposits for the year ended December 31, 2021. This increase
was primarily due to organic deposit growth, including average growth of
approximately $51.7 million in deposits related to Partners' expansion into the
Greater Washington market, which was partially offset by scheduled maturities of
time deposits that were not replaced and competitive pressures in the higher
interest rate environment. At December 31, 2022, total deposits were $1.34
billion as compared to $1.44 billion at December 31, 2021, a decrease of $103.3
million, or 7.2%. This decrease was primarily driven by scheduled maturities of
time deposits that were not replaced and significant outflows related to
competitive pressures in the higher interest rate environment, which were
partially offset by organic growth as a result of our continued focus on total
relationship banking and Partners' expansion into the Greater Washington market.
Non-interest bearing demand deposits increased to $528.8 million at December 31,
2022, a $34.9 million, or 7.1%, increase from $493.9 million in non-interest
bearing demand deposits at December 31, 2021, due primarily to the
aforementioned items above.

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The following table sets forth the deposits of the Company by category for the
period indicated:

                              Deposits by Category

                             (Dollars in Thousands)

                        As of December 31, 2022 and 2021

                                          December 31,      Percentage      December 31,     Percentage
                                              2022          of Deposits         2021         of Deposits

Noninterest bearing demand deposits      $       528,770          39.47 %  $      493,913          34.23 %
Interest bearing deposits:
Money market, NOW, and savings
accounts                                         553,325          41.31 %         569,707          39.48 %
Certificates of deposit, $250
thousand or more                                  59,247           4.42 %          82,083           5.69 %
Other certificates of deposit                    198,263          14.80 %         297,173          20.60 %
Total interest bearing deposits                  810,835          60.53 %  

      948,963          65.77 %
Total                                    $     1,339,605         100.00 %  $    1,442,876         100.00 %


The Company's loan-to-deposit ratio was 92.0% at December 31, 2022 as compared
to 77.4% at December 31, 2021. Core deposits, which exclude certificates of
deposit of $250 thousand or more, provide a relatively stable funding source for
the Company's loan portfolio and other interest earning assets. The Company's
core deposits were $1.28 billion at December 31, 2022, a decrease of
$80.4 million, or 5.9%, from $1.36 billion at December 31, 2021, and excluded
$59.2 million and $83.3 million in certificates of deposit of $250 thousand or
more as of those dates, respectively. Management anticipates that a stable base
of deposits will be the Company's primary source of funding to meet both its
short-term and long-term liquidity needs in the future, and, therefore, feels
that presenting core deposits provides valuable information to investors.

The following table provides a summary of the Company's maturity distribution for certificates of deposit at the dates indicated:



                     Maturities of Certificates of Deposit

                             (Dollars in Thousands)

                            As of December 31, 2022

                                          December 31,       December 31,
                                              2022               2021
Three months or less                     $        44,288    $        46,845

Over three months through six months              36,283             64,574
Over six months through twelve months             79,260            129,517

Over twelve months                                97,679            138,320
Total                                    $       257,510    $       379,256


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The following table provides a summary of the Company's maturity distribution for certificates of deposit of greater than $250 thousand at the dates indicated:



        Maturities of Certificates of Deposit Greater than $250 Thousand

                             (Dollars in Thousands)

                            As of December 31, 2022

                                          December 31,       December 31,
                                              2022               2021
Three months or less                     $         5,977    $        13,359

Over three months through six months               8,094             14,803
Over six months through twelve months             23,745             20,124
Over twelve months                                21,431             33,797
Total                                    $        59,247    $        82,083

Borrowings. Borrowings at December 31, 2022 and 2021 consist primarily of short-term and long-term borrowings with the FHLB, subordinated notes payable, net, and other borrowings.



At December 31, 2022, short-term borrowings with the FHLB were $42.0 million as
compared to $0 at December 31, 2021, an increase of $42.0 million, or 100.0%.
This increase was primarily due to the aforementioned items noted in the
analysis of total deposits.

At December 31, 2022, long-term borrowings with the FHLB were $19.8 million as
compared to $26.3 million at December 31, 2021, a decrease of $6.5 million, or
24.8%. This decrease was primarily due to maturities and payoffs of borrowings
that were not replaced and scheduled principal curtailments. These borrowings
are collateralized by a blanket lien on the first mortgage loans in the amount
of the outstanding borrowings, FHLB capital stock, and amounts on deposit with
the FHLB.

At December 31, 2022 and 2021, subordinated notes payable, net, were $22.2 million.



At December 31, 2022, other borrowings were $613 thousand as compared to $755
thousand at December 31, 2021, a decrease of $142 thousand, or 18.8%.   Partners
majority owned subsidiary, JMC, has a warehouse line of credit with another
financial institution in the amount of $3.0 million, of which $0 and $120
thousand were outstanding as of December 31, 2022 and 2021, respectively.  In
addition to the decrease in JMC's warehouse line of credit, there was a decrease
on Partners' note payable on 410 William Street, Fredericksburg, Virginia,
primarily due to scheduled principal curtailments, partially offset by the
amortization of the related discount on the note payable.

See Note 8 - Borrowings and Notes Payable of the audited consolidated financial
statements for the year ended December 31, 2022 for additional information on
the Company's subordinated notes payable, net, Partners' note payable, and JMC's
warehouse line of credit.

Average total borrowings decreased by $10.3 million, or 17.6%, and average rates
paid increased by 0.31% to 4.04% for the twelve months ended December 31, 2022,
as compared to the same period in 2021. The decrease in average total borrowings
balances was primarily due to a decrease in the average balance of FHLB advances
resulting from maturities and payoffs of borrowings that were not replaced and
scheduled principal curtailments, a decrease in average borrowings at the
Federal Reserve Bank Discount Window under the PPP Liquidity Facility in which
the loans under the PPP originated by the Company were previously pledged as
collateral, and the early redemption of $2.0 million in subordinated notes
payable, net, in early July 2021. The increase in average rates paid was
primarily due to the decreases in the average balances of FHLB advances and
borrowings at the Federal Reserve Bank Discount Window under the PPP Liquidity
Facility, which were lower cost interest-bearing liabilities, partially offset
by the early redemption of subordinated notes payable, which was a higher cost
interest-bearing liability.

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Capital

Total stockholders' equity as of December 31, 2022 was $139.3 million, a
decrease of $2.0 million, or 1.4%, from December 31, 2021.  Key drivers of this
change were an increase in accumulated other comprehensive (loss), net of tax,
and cash dividends paid to shareholders, which were partially offset by the net
income attributable to the Company for the twelve months ended December 31,
2022, the proceeds from stock option exercises, and stock-based compensation
expense related to restricted stock awards.

The Federal Reserve and other bank regulatory agencies require bank holding
companies and financial institutions to maintain capital at adequate levels
based on a percentage of assets and off-balance sheet exposures, adjusted for
risk weights ranging from 0% to 100%. The following table presents actual and
required capital ratios as of December 31, 2022 and December 31, 2021 for
Delmarva and Partners under Basel III Capital Rules. The minimum required
capital amounts presented include the minimum required capital levels as of
December 31, 2022 based on the phase-in provisions of the Basel III Capital
Rules and the minimum required capital levels as of January 1, 2019 when the
Basel III Capital Rules were fully phased-in. Capital levels required for an
institution to be considered well capitalized are based upon prompt corrective
action regulations, as amended to reflect the changes under the Basel III
Capital Rules. A more in depth discussion of regulatory capital requirements is
included in Note 16 of the audited consolidated financial statements included at
Item 8 to this Annual Report on Form 10-K.

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                               Capital Components

                         At December 31, 2022 and 2021

                             (Dollars in Thousands)

                                                                             To Be Well
                                                                            Capitalized
                                                      For Capital           Under Prompt
                                                       Adequacy          Corrective Action
                                   Actual              Purposes              Provisions
                               Amount     Ratio     Amount     Ratio      Amount       Ratio
As of December 31, 2022
Total Capital Ratio
(To Risk Weighted Assets)
The Bank of Delmarva            98,910     13.4 %    77,763     10.5 %       74,060     10.0 %
Virginia Partners Bank          63,558     11.3 %    58,862     10.5 %       56,059     10.0 %
Tier 1 Capital Ratio
(To Risk Weighted Assets)
The Bank of Delmarva            89,645     12.1 %    62,951      8.5 %       59,248      8.0 %
Virginia Partners Bank          58,895     10.5 %    47,650      8.5 %       44,848      8.0 %
Common Equity Tier 1 Ratio
(To Risk Weighted Assets)
The Bank of Delmarva            89,645     12.1 %    51,842      7.0 %       48,139      6.5 %
Virginia Partners Bank          58,895     10.5 %    39,242      7.0 %       36,439      6.5 %
Tier 1 Leverage Ratio
(To Average Assets)
The Bank of Delmarva            89,645      9.3 %    38,416      4.0 %       48,020      5.0 %
Virginia Partners Bank          58,895      8.9 %    26,348      4.0 %       32,935      5.0 %


                                                                             To Be Well
                                                                            Capitalized
                                                      For Capital           Under Prompt
                                                       Adequacy          Corrective Action
                                   Actual              Purposes              Provisions
                               Amount     Ratio     Amount     Ratio      Amount       Ratio
As of December 31, 2021
Total Capital Ratio
(To Risk Weighted Assets)
The Bank of Delmarva            91,928     12.9 %    74,963     10.5 %       71,394     10.0 %
Virginia Partners Bank          56,192     12.0 %    49,103     10.5 %       46,765     10.0 %
Tier 1 Capital Ratio
(To Risk Weighted Assets)
The Bank of Delmarva            82,972     11.6 %    60,684      8.5 %       57,115      8.0 %
Virginia Partners Bank          52,844     11.3 %    39,750      8.5 %       37,412      8.0 %
Common Equity Tier 1 Ratio
(To Risk Weighted Assets)
The Bank of Delmarva            82,972     11.6 %    49,975      7.0 %       46,406      6.5 %
Virginia Partners Bank          52,844     11.3 %    32,735      7.0 %       30,397      6.5 %
Tier 1 Leverage Ratio
(To Average Assets)
The Bank of Delmarva            82,972      8.1 %    40,926      4.0 %       51,158      5.0 %
Virginia Partners Bank          52,844      8.5 %    25,009      4.0 %       31,261      5.0 %


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Liquidity Management

Liquidity management involves monitoring the Company's sources and uses of funds
in order to meet its day-to-day cash flow requirements while maximizing profits.
Liquidity represents the ability of a company to convert assets into cash or
cash equivalents without significant loss and to raise additional funds by
increasing liabilities. Liquidity management is made more complicated because
different balance sheet components are subject to varying degrees of management
control. For example, the timing of maturities of the available for sale
investment securities portfolio is very predictable and subject to a high degree
of control at the time investment decisions are made; however, net deposit
inflows and outflows are far less predictable and are not subject to the same
degree of control. Asset liquidity is provided by cash and assets which are
readily marketable, which can be pledged, or which will mature in the near
future. Liability liquidity is provided by access to core funding sources,
principally the ability to generate customer deposits in the Company's market
area. The Company's cash and cash equivalents position, which includes funds in
cash and due from banks, interest bearing deposits in other financial
institutions, and federal funds sold, averaged $296.3 million during the year
ended December 31, 2022 and totaled $141.6 million at December 31, 2022, as
compared to an average of $326.9 million during the year ended December 31, 2021
and a year-end position of $338.8 million at December 31, 2021. Also, the
Company has available advances from the FHLB. Advances available are generally
based upon the amount of qualified first mortgage loans which can be used for
collateral. At December 31, 2022, advances available totaled approximately
$412.0 million of which $61.8 million had been drawn, or used for letters of
credit. Management regularly reviews the liquidity position of the Company and
has implemented internal policies which establish guidelines for sources of
asset-based liquidity and limit the total amount of purchased funds used to
support the balance sheet and funding from non-core sources. Subject to certain
aggregation rules, FDIC deposit insurance covers the funds in deposit accounts
up to at least $250 thousand.

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