The following is a discussion of our consolidated financial condition as of June
30, 2021, as compared to December 31, 2020, and our results of operations for
the six and three month periods ended June 30, 2021 and June 30, 2020. This
discussion and analysis should be read in conjunction with our unaudited
Condensed Consolidated Financial Statements and related notes as well as the
financial and statistical data appearing elsewhere in this report and in our
Annual Report on Form 10-K for the year ended December 31, 2020. Historical
results of operations and the percentage relationships among any amounts
included, and any trends that may appear, may not indicate results of operations
for any future periods.

We have made, and will continue to make, various forward-looking statements with
respect to financial, business and economic matters. Comments regarding our
business that are not historical facts are considered forward-looking statements
that involve inherent risks and uncertainties. Actual results may differ
materially from those contained in these forward-looking statements. For
additional information regarding our cautionary disclosures, see the cautionary
note regarding "Cautionary Note Regarding Forward-Looking Statements" at the
beginning of this report.

In this report, unless the context suggests otherwise, references to the "Company" refer to Howard Bancorp, Inc. and references to "we," "us," and "our" mean the combined business of the Company and the Bank and its wholly-owned subsidiaries.

Overview

Howard Bancorp, Inc. is the holding company for Howard Bank. Howard Bank was
formed in 2004. Howard Bank's business has consisted primarily of originating
both commercial and real estate loans secured by property in our market area. We
are headquartered in Baltimore, Maryland. We consider our primary market area to
be the Greater Baltimore - Washington Metropolitan Area. We engage in a general
commercial banking business, making various types of loans and accepting
deposits. We market our financial services primarily to small- and medium-sized
businesses and their owners, professionals and executives, and high-net-worth
individuals. Our loans are primarily funded by core deposits of customers in our
market.

Recent Developments

On July 12, 2021, the Company and F.N.B. Corporation ("F.N.B."), the parent
company of First National Bank of Pennsylvania, entered into an Agreement and
Plan of Merger, pursuant to which the Company will merge with and into F.N.B. As
a result of the merger, the separate corporate existence of the Company will
cease and F.N.B. will continue as the surviving corporation (the "Merger").
Immediately after the Merger is completed, the Bank will merge with and into
First National Bank of Pennsylvania, a national association, with First National
Bank of Pennsylvania being the surviving entity.

Subject to the terms and conditions of the Merger Agreement and in connection
with the Merger, holders of the Company's common stock will have the right to
receive shares of F.N.B. common stock at a fixed exchange ratio of 1.80 shares
of F.N.B. common stock for each share of Company common stock, plus cash in lieu
of any fractional shares.

The Merger is expected to be completed in early 2022, subject to approval by the
Company's stockholders and receipt of required regulatory and other approvals
and satisfaction of customary closing conditions.

COVID-19 Pandemic


Our business, financial condition and results of operations generally rely upon
the ability of our borrowers to repay their loans, the value of collateral
underlying our secured loans, and demand for loans and other products and
services we offer, which are highly dependent on the business environment in our
primary market and in the United States as a whole. The impact of the COVID-19
pandemic is fluid and continues to evolve. The COVID-19 pandemic and related
restrictive measures taken by governments, businesses and individuals to contain
the spread of the virus caused unprecedented uncertainty, volatility and
disruption in financial markets and in governmental, commercial and consumer
activity in the United States and globally, including our local markets. As
these restrictive measures have eased, the U.S. economy

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continues to recover and, with the broad availability and distribution of COVID-19 vaccines, we anticipate continued improvements in commercial and consumer activity, our local economy, and the U.S. economy. On July 1, 2021, the State of Maryland lifted the state of emergency.



While there are reasons for optimism, we recognize that our customers are
experiencing varying degrees of financial distress, which we expect to continue
into the second half of 2021. Commercial activity continues to improve, but has
not yet returned to the levels existing before the outbreak of the pandemic,
which may result in our borrowers' inability to meet their loan obligations.
Economic pressures and uncertainties related to the COVID-19 pandemic have also
resulted in changes in consumer spending behaviors, which may negatively impact
the demand for loans and other services we offer. In addition, our loan
portfolio includes customers in industries such as hotels, restaurants and
caterers, arts / entertainment / recreation, and retail commercial real estate,
all of which have been significantly impacted by the COVID-19 pandemic. We
recognize that these industries may take longer to recover as some consumers may
be hesitant to return to full social interaction or may change their spending
habits on a more permanent basis as a result of the pandemic. We continue to
monitor these customers closely.

In addition, due to the COVID-19 pandemic, market interest rates declined
significantly, with the 10-year Treasury bond falling to a low of 0.52% in
August 2020. While this rate steadily increased from its low to a high of 1.73%
at March 31, 2021, this rate has fallen since that time to 1.45% at June 30,
2021 and to 1.23% at July 30, 2021. Additionally, in March 2020, the Federal
Open Market Committee reduced the targeted federal funds interest rate range to
0% - 0.25%; this low rate was still in effect as of June 30, 2021. A continuing
low interest rate environment could have, possibly materially, an adverse effect
on our business, financial condition, and results of operations.

The ultimate extent of the impact of the COVID-19 pandemic on our business,
financial condition and results of operations is currently uncertain and will
depend on various developments and other factors, including the effect of
governmental and private sector initiatives, the ability to reach a sufficient
vaccination rate to achieve herd immunity, whether such vaccinations will be
effective against any resurgence of the virus, including new strains such as the
Delta variant, and the ability of customers and businesses to return to, and
remain in, their pre-pandemic routines. In addition, it is reasonably possible
that certain significant estimates made in our financial statements could be
materially and adversely affected in the near term as a result of these
conditions.

Lending Operations and Accommodations to Borrowers



We actively participated in the Small Business Administration's ("SBA") Paycheck
Protection Program ("PPP") established under the Coronavirus Aid, Relief and
Economic Security Act ("CARES" Act), as amended and extended. Lending under the
PPP commenced on April 3, 2020 and the SBA notified lenders that PPP funds were
exhausted on or around April 16, 2020. On April 24, 2020, additional funds were
allocated to the PPP and were available through August 8, 2020. An additional
stimulus package, approved on December 27, 2020, authorized additional PPP
funds. While the PPP program ended on May 31, 2021, we are now focused on
assisting our customers through the loan forgiveness process.

We originated $201.0 million of PPP loans in 2020, consisting of 1,062 loans
with an average loan size of $189 thousand. During the second quarter of 2021,
329 PPP loans originated in 2020, with an aggregate principal balance of $62.5
million, were forgiven. During the six months ended June 30, 2021, 738 loans
originated in 2020, with an aggregate principal balance of $122.6 million, were
forgiven. Of the 1,062 PPP loans we originated in 2020, 887 had been forgiven
totaling $152.7 million through June 30, 2021, representing 83.5% of the number
of 2020 PPP loans and 76.0% of 2020 principal balances.

After the relaunch of the program by the SBA on January 19, 2021, we originated
$100.5 million of PPP loans in the first and second quarters of 2021, consisting
of 591 loans with an average loan size of $170 thousand; $4.8 million of this
total were originated in the second quarter of 2021 before the program ended. Of
these 2021 originations, 36 loans, with an aggregate principal balance of $2.4
million, were forgiven during the second quarter of 2021.

We received processing fees from the SBA for the PPP loans originated in 2020
totaling $6.7 million, which were deferred. In addition, we deferred $782
thousand of origination costs attributable to the 2020 PPP originations. We also
received processing fees from the SBA for the PPP loans originated in the first
and second quarter of 2021 totaling $4.2 million, which were deferred. In
addition, we also deferred $547 thousand of origination costs attributable

to
the PPP loans

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originated in the first and second quarter of 2021. The net deferred fees are
being accreted as a yield adjustment over the contractual term of the underlying
PPP loans.

PPP lending generated pretax income of $3.8 million, or $0.16 after tax per
share, in 2020. PPP loans, net of unaccreted net deferred fees, totaled $167.6
million at December 31, 2020. PPP lending generated pretax income of $1.6
million, or $0.06 after tax per share, in the second quarter of 2021. For the
six months ended June 30, 2021, PPP lending generated pretax income of $3.7
million, or $0.14 after tax per share. Total PPP loans, net of unaccreted net
deferred fees, were $142.7 million at June 30, 2021.

In response to the pandemic, we also established client assistance programs,
including offering loan modifications, on a case by case basis, in the form of
payment deferrals for periods up to six months, to both commercial and retail
customers as discussed in the "Nonperforming and Problem Assets; COVID-19 Loan
Deferrals" section of this Management's Discussion and Analysis of Financial
Condition and Results of Operations ("MD&A"). We have also temporarily ceased
making collection calls, are temporarily waiving a higher proportion of late
fees assessed for consumer loans, and have paused new foreclosure and
repossession actions. We will continue to re-evaluate these temporary actions
based on the ongoing COVID-19 pandemic. These programs may negatively impact our
revenue and other results of operations in the near term and, if not effective
in mitigating the effect of COVID-19 on our customers, may adversely affect our
business and results of operations more substantially over a longer period of
time. Current and future governmental actions may require these and other types
of customer-related responses.

The CARES Act also permits financial institutions to suspend requirements under
GAAP for certain loan modifications to borrowers affected by COVID-19 that would
otherwise be characterized as TDRs, as discussed in the "Nonperforming and
Problem Assets; COVID-19 Related Loan Deferrals" section of this MD&A.

Impact on Our Results of Operation and Financial Condition



We continue to monitor the impact of the COVID-19 pandemic on our results of
operation and financial condition.  While the pandemic did not have a
significant impact on our financial condition during the year ended December 31,
2020 or the six months ended June 30, 2021, in the form of significant incurred
losses or any communications from our borrowers that significant losses were
imminent, we nevertheless determined it prudent to increase our allowance for
loan and lease losses (the "allowance") by $7.9 million since December 31, 2019
(the last balance sheet date before the COVID-19 pandemic began), related to
changes in qualitative factors, primarily as a result of the abrupt slowdown in
commercial economic activity related to COVID-19, as well as the dramatic rise
in the unemployment rate in our market area.  Our allowance may also be
materially impacted in future periods by the COVID-19 pandemic.

In addition, due to the pandemic and the related economic fallout during the
first half of 2020, including most specifically, declining stock prices at both
the Company and peer banks, the Federal Reserve's significant reduction in
interest rates, and other business and market considerations, we performed an
interim goodwill impairment analysis as of June 30, 2020. Based on this
analysis, the estimated fair value of the Company was less than book value,
resulting in a $34.5 million impairment charge, recorded in noninterest expense,
in the second quarter of 2020. This was a non-cash charge to earnings and had no
impact on our regulatory capital ratios, cash flows, or liquidity position.

As of June 30, 2021, all of our capital ratios were in excess of all regulatory
requirements. While we believe that we have sufficient capital to withstand an
extended economic recession resulting from the COVID-19 pandemic, our reported
and regulatory capital ratios could be adversely impacted by potential future
loan and lease losses.

Use of Non-GAAP Financial Measures and Related Reconciliations


This report contains references to financial measures that are not defined in
GAAP. Such non-GAAP financial measures include the presentation of our tangible
book value per share, portfolio loans, and portfolio loan-related asset quality
ratios.

Management believes that the presentation of these non-GAAP financial measures
(a) provides important supplemental information that contributes to a proper
understanding of our operating performance and provides a meaningful comparison
to our peers, (b) enables a more complete understanding of factors and trends
affecting our business, and (c) allows investors to evaluate our performance in
a manner similar to management, the financial services industry, bank stock

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analysts, and bank regulators. Management uses non-GAAP measures as follows: in
the preparation of our operating budgets, monthly financial performance
reporting, and in our presentation to investors of our performance. However,
non-GAAP financial measures have a number of limitations. Limitations associated
with non-GAAP financial measures include the risk that persons might disagree as
to the appropriateness of items comprising these measures and that different
companies might calculate these measures differently. These disclosures should
not be considered in isolation or as an alternative to our GAAP results. A
reconciliation of non-GAAP financial measures to the most directly comparable
GAAP financial measures is presented below.

Certain information in this report is presented with respect to "portfolio
loans," a non-GAAP financial measure defined as total loans and leases, but
excluding PPP loans. Portfolio loans is calculated by subtracting PPP loans (net
of unamortized deferred fees and origination costs) from total loans and leases.
We also provide certain asset quality ratios such as nonperforming loans and the
allowance for loan and lease losses as a percentage of portfolio loans. We
believe that the presentation of portfolio loans and the related asset quality
measures provide additional useful information for purposes of evaluating our
results of operations and financial condition with respect to the quarter ended
June 30, 2021 and the year ended December 31, 2020 when comparing to other
periods, since the PPP loans are 100% guaranteed, were not subject to
traditional loan underwriting standards, and a substantial portion of these
loans are expected to be forgiven and repaid by the SBA within the next twelve
months.

We also present "tangible book value per common share." We believe that this
measure is consistent with the treatment by bank regulatory agencies, which
exclude intangible assets from the calculation of risk-based capital ratios.
Accordingly, we believe that this non-GAAP financial measure provides
information that is important to investors and that is useful in understanding
our capital position and ratios. In addition, tangible book value per share is
the key metric used by bank analysts in evaluating bank stock price performance.
Tangible book value per common share is calculated by dividing tangible common
stockholders' equity by total common shares outstanding. Tangible common
stockholders' equity is calculated by subtracting goodwill and our net core
deposit intangible from total stockholders' equity.

The tables below provide a reconciliation of these non-GAAP financial measures with financial measures defined under GAAP:

Tangible Book Value per Common Share




                                      June 30,      December 31,       June 30,           Jun 2021 vs Dec 2020
(in thousands, except share
data)                                   2021             2020            

2020 $ Change % Change



Total stockholders' equity
(GAAP)                              $    303,263    $     294,632    $    283,281    $      8,631             2.9 %
Subtract:
Goodwill                                  31,449           31,449          31,449               -               -
Core deposit intangible, net of
deferred tax liability                     3,501            4,393           5,358           (892)          (20.3)
Total subtractions                        34,950           35,842          36,807    $      (892)           (2.5)
Tangible common stockholders'
equity (non-GAAP)                   $    268,313    $     258,790    $    246,474    $      9,523             3.7 %

Total common shares outstanding
at end of period                      18,794,586       18,744,710      18,715,678          49,876             0.3

Book value per common share
(GAAP)                              $      16.14    $       15.72    $      15.14    $       0.42             2.7 %

Tangible book value per common
share (non-GAAP)                    $      14.28    $       13.81    $      13.17    $       0.47             3.4 %




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Portfolio Loans and Related Asset Quality Ratios




                                         June 30,       December 31,      June 30,      Jun 2021 vs Dec 2020
(in thousands)                              2021            2020           

2020 $ Change % Change


Total loans and leases (GAAP)           $ 1,942,507    $    1,865,961    $ 1,898,630   $    76,546         4.1 %
Subtract PPP loans, net                     142,660           167,639        193,719      (24,979)      (14.9)
Total portfolio loans (non-GAAP)        $ 1,799,847    $    1,698,322    $ 1,704,911   $   101,525         6.0 %

Nonperforming loans                     $    16,219    $       19,430    $    18,469

As a % of:
Total loans and leases (GAAP)                  0.83 %            1.04 %         0.97 %
Portfolio loans (non-GAAP)                     0.90              1.14           1.08

Allowance for loan and lease losses $ 18,288 $ 19,162 $


  16,356

As a % of:
Total loans and leases (GAAP)                  0.94 %            1.03 %         0.86 %
Portfolio loans (non-GAAP)                     1.02              1.13           0.96




Financial Highlights

Financial highlights during the six and three months ended June 30, 2021 are as follows:

We reported net income of $13.7 million, or $0.72 per diluted common share, for

the six months ended June 30, 2021 compared to a net loss of $26.1 million, or

? a loss of $1.39 per diluted common share, for the six months ended June 30,

2020. The first six months of 2020 included a goodwill impairment charge, which

was not tax deductible, of $34.5 million, or a loss of $1.84 per diluted share,

recorded in the second quarter of 2020.

We reported net income of $7.5 million, or $0.40 per diluted common share, in

? the second quarter of 2021 compared to a net loss of $29.4 million, or a loss

of $1.57 per diluted common share, in the second quarter of 2020.

Our allowance was 0.94% of total loans and leases and 1.02% of portfolio loans

(a non-GAAP financial measure - refer to the section "Use of Non-GAAP Financial

? Measures and Related Reconciliations" for additional detail) at June 30, 2021,

compared to 1.03% of total loans and leases and 1.13% of portfolio loans at

December 31, 2020.

No provision for credit losses was recorded during the second quarter of 2021,

compared to $3.0 million in the second quarter of 2020 and $1.0 million in the

? first quarter of 2021. Our total provision for credit losses for the first six

months of 2021 was $1.0 million compared to $6.4 million for the first six

months of 2020.

Our net interest margin was 3.41% in the first six months of 2021, an increase

of 13 basis points ("bp") from the first six months of 2020, with 9 bp of the

? increase attributable to the impact of PPP loans. For the second quarter of

2021, our net interest margin was 3.39%, an increase of 17 bp from the second

quarter of 2020, with 10 bp of the increase attributable to the impact of PPP

loans.

? Total assets were $2.60 billion at June 30, 2021, up $61.6 million from $2.54

billion at December 31, 2020.

Total loans and leases were $1.94 billion at June 30, 2021, up $76.5 million

from December 31, 2020. Portfolio loans were $1.80 billion at June 30, 2021, an

? increase of $101.5 million from December 31, 2020. Total loans declined by $4.9

million during the quarter ended June 30, 2021, with PPP loans down $58.9

million partially offset by a $54.0 million increase in portfolio loans.




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? Total deposits were $2.03 billion at June 30, 2021, up $50.1 million from

December 31, 2020, with customer deposits up $97.5 million.

Our return on average assets ("ROA") and return on average equity ("ROE") were

1.07% and 9.22%, respectively, for the first six months of 2021 compared to

? negative ratios due to the impact of the goodwill impairment charge for the

first six months of 2020. Our ROA and ROE were 1.16% and 9.96%, respectively,

for the second quarter of 2021 compared to 0.99% and 8.46%, respectively for

the first quarter of 2021.

? We remained "well capitalized" by all regulatory measures at June 30, 2021.

Our book value per common share was $16.14 at June 30, 2021, an increase of

? $0.42 per share from December 31, 2020. Earnings per share ("EPS") of $0.72

(diluted) for the first six months of 2021 were partially offset by a decrease


   in accumulated other comprehensive income ("AOCI") of $0.29 per share.

Our tangible book value per common share (a non-GAAP financial measure - refer

to the "Use of Non-GAAP Financial Measures and Related Reconciliations" for

? additional detail) was $14.28 per share at June 30, 2021, an increase of $0.47

per share from December 31, 2020, resulting from diluted EPS of $0.72 for the

first six months of 2021 partially offset by the decrease in AOCI of $0.29 per


   share.




Critical Accounting Policies

Our accounting and financial reporting policies conform to GAAP and general
practice within the banking industry. These policies require management to
exercise significant judgment or discretion or make significant assumptions and
estimates based on the information available that have, or could have, a
material impact on the carrying value of certain assets or on income. These
estimates and assumptions affect the reported amounts of assets and liabilities
at the date of the financial statements and the reported amounts of income and
expenses during the periods presented. In reviewing and understanding financial
information for us, you are encouraged to read and understand the significant
accounting policies used in preparing our financial statements.

Certain accounting measurements inherently have a greater reliance on the use of
estimates, assumptions and judgments and, as such, have a greater possibility of
producing results that could be materially different than originally reported.
The accounting policies we view as requiring the most significant estimates, our
critical accounting policies, are those relating to the allowance for loan and
lease losses, the valuation of goodwill and other intangible assets, and income
taxes. These critical accounting policies and the significant assumptions and
estimates made by management related to them are more fully described in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Critical Accounting Policies" in our Annual Report on Form 10-K for
the year ended December 31, 2020. Our significant accounting policies are
discussed in the "Notes to Consolidated Financial Statements - Note 1: Summary
of Significant Accounting Policies" in our Annual Report on Form 10-K for the
year ended December 31, 2020. There have been no material changes to the
significant accounting policies or critical accounting policies as described in
the Annual Report on Form 10-K for the year ended December 31, 2020. Disclosures
regarding the effects of new accounting pronouncements are included in Note

1 of
this report.

Financial Condition

A comparison between June 30, 2021 and December 31, 2020 balance sheets is presented below.



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General

Total assets increased $61.6 million, or 2.4%, to $2.60 billion at June 30, 2021
compared to $2.54 billion at December 31, 2020. Our asset growth consisted
primarily of increases in our total loans and leases of $76.5 million, with
$101.5 million of this growth in portfolio loans, which excludes PPP loans (a
non-GAAP financial measure - refer to the "Use of Non-GAAP Financial Measures
and Related Reconciliations" for additional detail), while PPP loans decreased
$25.0 million. The primary source of funding our net asset growth was deposits.
Total deposits increased by $50.1 million, including an increase in customer
deposits of $97.5 million. Borrowings increased by $5.1 million, primarily as a
result of an increase of $5.0 million in Federal Home Loan Bank of Atlanta
("FHLB") borrowings. Total stockholders' equity increased by $8.6 million due
primarily to net income of $13.7 million partially offset by a decrease of
$5.5
million in AOCI.

Investment Securities

The following table sets forth the composition of our investment securities portfolio at the dates indicated.






(in thousands)                        June 30, 2021              December 31, 2020            2021 vs. 2020
                                Amortized      Estimated     Amortized      Estimated     $ Change in
                                   Cost       Fair Value        Cost       Fair Value     Fair Value     % Change
Available for sale
U.S. Government
Agencies                        $   41,257    $    42,144    $   48,297    $    49,605   $     (7,461)     (15.0) %
Mortgage-backed                    317,380        316,470       310,289        316,672           (202)      (0.1)
Other investments                    9,008          9,259         9,008          9,120             139        1.5
                                $  367,645    $   367,873    $  367,594    $   375,397   $     (7,524)      (2.0) %
Held to maturity
Corporate debentures            $    6,000    $     6,028    $    7,250
$     7,235   $     (1,207)     (16.7) %




Available for sale

Our available for sale securities are reported at fair value. At both June 30,
2021 and December 31, 2020, we held U.S. agency debentures, mortgage backed
securities ("MBS"), and corporate debentures. This portfolio is used primarily
to provide sufficient liquidity to fund our loans and provide funds for
withdrawals of deposits. In addition, this portfolio is used as collateral for
borrowings such as commercial customer overnight securities sold under agreement
to repurchase ("repurchase agreements") and as a source of earnings. At June 30,
2021 and December 31, 2020, $242.3 million and $226.2 million in fair value of
available for sale securities, respectively, were pledged as collateral for both
repurchase agreements and deposits of local government entities that require
pledged collateral as a condition of maintaining these deposit accounts.

Available for sale securities were $367.9 million at June 30, 2021, a decrease
of $7.5 million, or 2.0% from December 31, 2020. Available for sale securities,
at amortized cost, were $367.6 million at June 30, 2021, a $51 thousand increase
from December 31, 2020.

Our available for sale securities portfolio contained 59 securities with
unrealized losses of $3.2 million at June 30, 2021, and 11 securities with
unrealized losses of $58 thousand at December 31, 2020. Changes in the fair
value of these securities resulted primarily from interest rate fluctuations. We
neither intend to sell these securities nor is it more likely than not that we
would be required to sell these securities before their anticipated recovery.
Furthermore, we believe the collection of the investment and related interest is
probable. Based on this analysis, we do not consider any of the unrealized
losses to be other-than-temporary impairment. Note 2 to our Condensed
Consolidated Financial Statements provides more detail concerning the
composition of our portfolio and our process for evaluating the portfolio for
other-than-temporary impairment.

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Held to maturity

Held to maturity securities are reported at amortized cost. The only investments
that we have classified as held to maturity are certain corporate debentures.
These investments are intended to be held until maturity.

There was one held to maturity security in an unrealized loss position of $2
thousand at June 30, 2021, compared to three securities in an unrealized loss
position totaling $32 thousand at December 31, 2020. Based on our analysis of
these securities, we do not consider the unrealized losses to be
other-than-temporary impairment. We had two held to maturity securities totaling
$1.5 million called in the first six months of 2021. Note 2 to our Condensed
Consolidated Financial Statements provides more detail concerning the
composition of our portfolio and our process for evaluating the portfolio for
other-than-temporary impairment.

Nonmarketable Equity Securities



We held an investment in stock of the FHLB at June 30, 2021 and December 31,
2020 of $9.0 million and $10.6 million, respectively. This investment is
required for continued FHLB membership and is based partially upon the amount of
borrowings outstanding from the FHLB. This FHLB stock is carried at cost which
approximates fair value.

Loan and Lease Portfolio

Total loans and leases (hereinafter referred to as "loans") increased $76.5
million, or 4.1%, to $1.94 billion at June 30, 2021 from $1.87 billion at
December 31, 2020. At June 30, 2021, PPP loans totaled $142.7 million, a $25.0
million decrease from December 31, 2020. We originated $100.5 million of PPP
loans during the first six months of 2021 while PPP loans forgiven totaled
$125.0 million during the first six months of 2021. Our portfolio loans, which
exclude PPP loans (a non-GAAP financial measure - refer to the "Use of Non-GAAP
Financial Measures and Related Reconciliations" section for additional detail),
increased by $101.5 million, or 6.0%, to $1.80 billion at June 30, 2021 from
$1.70 billion at December 31, 2020.

The $101.5 million increase in portfolio loans was primarily driven by growth in
commercial real estate loans ("CRE"), residential real estate first lien loans
("residential mortgage"), commercial loans and leases ("C&I"), and consumer
loans. Loan originations and purchases of $284.3 million during the first six
months of 2021 were partially offset by $182.8 million in loan maturities,
payoffs, partial paydowns, and lower line utilization. Residential mortgage
loans were up $27.5 million, or 7.2%, with secondary market loan purchases of
$91.7 million partially offset by $64.2 million of prepayments. C&I loans were
up $23.7 million, or 7.1%, CRE loans were up $32.0 million, or 4.3%, and
consumer loans were up $21.4 million, or 33.4%, reflecting continued success in
some niche lending activities.

The following table sets forth the composition of our loan portfolio at the
dates indicated.




                                 June 30, 2021              December 31, 2020
(in thousands)                Total       % of Total       Total       % of Total     $ Change     % Change
Real estate
Construction and land      $   118,442           6.1 %  $   116,675           6.3 %  $    1,767         1.5 %
Residential - first
lien                           408,340          21.1        380,865          20.4        27,475         7.2
Residential - junior
lien                            55,192           2.8         60,002           3.2       (4,810)       (8.0)
Total residential real
estate                         463,532          23.9        440,867          23.6        22,665         5.1
Commercial - owner
occupied                       252,344          13.0        251,061          13.5         1,283         0.5
Commercial - non-owner
occupied                       522,374          26.9        491,630          26.3        30,744         6.3
Total commercial real
estate                         774,718          39.9        742,691          39.8        32,027         4.3
Total real estate loans      1,356,692          69.9      1,300,233          69.7        56,459         4.3
Commercial loans and
leases (1)                     357,761          18.4        334,086          17.9        23,675         7.1
Consumer                        85,394           4.4         64,003           3.4        21,391        33.4
Total portfolio loans
(2)                          1,799,847          92.7      1,698,322          91.0       101,525         6.0
Paycheck protection
program (PPP) loans            142,660           7.3        167,639        

9.0 (24,979) (14.9) Total loans and leases $ 1,942,507 100.0 % $ 1,865,961 100.0 % $ 76,546 4.1 %

(1) Includes equipment financing leases of $2,431 and $3,597 at June 30, 2021 and

December 31, 2020, respectively


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(2) Denotes a non-GAAP measure - refer to the section "Use of Non-GAAP Financial


    Measures and Related Reconciliations" for additional detail



Interest-Bearing Deposits with Banks



Interest-bearing deposits with banks, primarily with the Federal Reserve Bank of
Richmond, were $59.8 million at June 30, 2021, a decrease of $5.4 million from
$65.2 million at December 31, 2020. Since the Board of Governors of the Federal
Reserve System reduced the reserve requirement to zero percent in March 2020 due
to COVID-19, we continue to actively manage our interest-bearing deposits with
banks at levels lower than they were prior to the pandemic.

Deposits



Total deposits were $2.03 billion at June 30, 2021, a $50.1 million, or 2.5%,
increase from $1.98 billion at December 31, 2020.  Customer deposits, which
excludes brokered and other non-customer deposits, were up $97.5 million, or
5.7%, at June 30, 2021, compared to December 31, 2020.  Low-cost, non-maturity
deposits increased by $115.6 million, or 7.8%, at June 30, 2021, compared to
December 31, 2020. $95.9 million of the growth was in transaction accounts
(noninterest-bearing demand and interest-bearing checking), with $101.6 million
of the transaction account growth in noninterest-bearing demand deposits. The
increase in non-maturity deposits was partially offset by the continued managed
decline in customer CD balances, down $47.9 million, or 20.4%, at June 30, 2021,
compared to December 31, 2020. The Company continues to manage for lower
retention rates on maturing CDs with substantially higher rates than current
market rates. Our strategy is to not offer above-market renewal rates on
non-transactional, non-relationship deposits. Brokered and other non-customer
deposits were $231.8 million at June 30, 2021, a decrease of $47.4 million when
compared to $279.2 million at December 31, 2020. Non-customer deposits are
currently our lowest-cost incremental funding source.

The following table sets forth the distribution of total deposits, by account type, at the dates indicated.






                                                 June 30, 2021            December 31, 2020
                                                             % of                       % of
(in thousands)                                Amount        Total        Amount        Total       $ Change     % Change

Noninterest-bearing demand                  $   778,388        38.5 %  $   676,801        34.2 %  $  101,587        15.0 %
Interest-bearing checking                       209,079        10.3        214,717        11.1       (5,638)       (2.6)
Total transaction accounts                      987,467        48.8       

891,518        45.3        95,949        10.8
Money market accounts                           438,366        21.6        439,510        22.2       (1,144)       (0.3)
Savings                                         180,756         8.9        159,914         8.1        20,842        13.0
Total nonmaturity deposits                    1,606,589        79.3      1,490,942        75.6       115,647         7.8
Certificates of deposit $250 and over            36,818         1.8         51,918         2.6      (15,100)      (29.1)
Certificates of deposit under $250              382,150        18.9        432,554        21.8      (50,404)      (11.7)
Total certificates of deposit                   418,968        20.7       

484,472        24.4      (65,504)      (13.5)
Total deposits                              $ 2,025,557       100.0 %  $ 1,975,414       100.0 %  $   50,143         2.5 %
By deposit source:
Customer deposits                           $ 1,793,777        88.6 %  $ 1,696,260        85.9 %  $   97,517         5.7 %

Brokered and other non-customer deposits        231,780        11.4       

279,154        14.1      (47,374)      (17.0)
Total deposits                              $ 2,025,557       100.0 %  $ 1,975,414       100.0 %  $   50,143         2.5 %




FHLB Advances

Our primary source of non-deposit funding is FHLB advances. We use a variety of
term structures in order to manage liquidity and interest rate risk. FHLB
advances were $205.0 million at June 30, 2021, an increase of $5.0 million from
December 31, 2020. As of June 30, 2021, $200.0 million of FHLB advances have
maturities beyond one year.

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Stockholders' Equity

Total stockholders' equity was $303.3 million at June 30, 2021, an $8.6 million
increase from $294.6 million at December 31, 2020. The increase in stockholders'
equity was primarily the result of net income of $13.7 million for the first six
months of 2021, partially offset by a $5.5 million decrease in AOCI, which
represents the after tax impact of changes in the fair value of
available-for-sale securities. The decline in the fair value of
available-for-sale securities was the result of the increase in intermediate and
long-term treasury yields from December 31, 2020 to June 30, 2021.

Book value per common share was $16.14 at June 30, 2021, an increase of $0.42
per share since December 31, 2020, with diluted EPS of $0.72 for the first six
months of 2021 partially offset by a decrease in AOCI of $0.29 per share.

Tangible stockholders' equity (a non-GAAP financial measure - refer to the "Use
of Non-GAAP Financial Measures and Related Reconciliations" section for
additional detail), which deducts goodwill and other intangible assets (net of
any applicable deferred tax liabilities), was $268.3 million at June 30, 2021.
 This compares to $258.8 million at December 31, 2020, with the $9.5 million
increase primarily due to net income of $13.7 million for the first six months
of 2021 and the $892 thousand after tax effect of core deposit intangible
amortization, partially offset by the decrease in AOCI of $5.5 million.

Tangible book value per common share (a non-GAAP financial measure - refer to
the "Use of Non-GAAP Financial Measures and Related Reconciliations" section for
additional detail), which divides tangible stockholders' equity by the number of
shares outstanding, was $14.28 per share at June 30, 2021, an increase of $0.47
per share since December 31, 2020. The increase is attributable to diluted EPS
of $0.72 per share for the first six months of 2021 and the effect of core
deposit intangible amortization of $0.05 per share partially offset by a
decrease in AOCI of $0.29 per share.

Results of Operations

A comparison of the six months ended June 30, 2021 and June 30, 2020



We reported net income of $13.7 million, or $0.73 per basic and $0.72 per
diluted common share, for the six months ended June 30, 2021, compared to a net
loss of $26.1 million, or a loss of $1.39 per both basic and diluted common
share, for the six months ended June 30, 2020. Net income increased by $39.7
million, or $2.12 per basic and $2.11 per diluted common share, in the first six
months of 2021 when compared to the first six months of 2020, primarily as a
result of the following:

The first six months of 2020 included a goodwill impairment charge, which was

? not tax deductible, of $34.5 million (an EPS increase of $1.84 per diluted

share in 2021), recorded in the second quarter of 2020.

A $5.4 million lower provision for credit losses in the first six months of

2021 when compared to the first six months of 2020 (an EPS increase of $0.21

? after tax per share in 2021); the provision for credit losses in the first half

of 2020 was significantly higher as we increased our allowance for loan and

lease losses in response to the initial impacts of the pandemic.

PPP loan pretax income of $3.7 million for the first six months of 2021

? compared to $896 thousand for the first six months of 2020 (an EPS increase of

$0.11 after tax per share in 2021); the PPP program didn't start until the

second quarter of 2020.

The first six months of 2020 included $788 thousand of noninterest expenses

? attributable to the departure of our former CFO (an EPS increase of $0.03 after

tax per share in 2021), recorded in the first quarter of 2020; there was no

comparable item in the first six months of 2021.

The first six months of 2020 included a $1.0 million litigation accrual (an EPS

? increase of $0.04 after tax per share in 2021), recorded in the second quarter


   of 2020; there was no comparable item in the first six months of 2021.


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The first six months of 2020 included a $224 thousand prepayment penalty on

? FHLB advances (an EPS increase of $0.01 after tax per share in 2021), recorded

in the second quarter of 2020; there was no comparable item in the first six

months of 2021.

These items were partially offset by:

The first six months of 2020 included an income tax benefit of $1.2 million (an

? EPS decrease of $0.07 per share in 2021), recorded in the first quarter of

2020, resulting from a net operating loss carryback provision in the CARES Act;

there was no comparable item in the first six months of 2021.

The first six months of 2020 included $3.0 million in securities gains (an EPS

? decrease of $0.12 after tax per share in 2021); there were no securities gains

in the first six months of 2021.

The first six months of 2020 included $130 thousand in pretax income (an EPS

? decrease of $0.01 after tax per share in 2021) from our former mortgage banking

activities, which were concluded in the first six months of 2020.

Net Interest Income


Net interest income for the first six months of 2021 was $39.8 million, an
increase of $4.1 million from the first six months of 2020. Our net interest
margin was 3.41% for the first six months of 2021, an increase of 13 bp from
3.28% for the first six months of 2020. Average earning assets for the first six
months of 2021 were $2.35 billion, an increase of $163.1 million, or 7.5%, from
the first six months of 2020. Total interest income decreased by $1.1 million in
the first six months of 2021, compared to the like period in 2020, resulting
from the 36 bp decrease in the yield on our average earning assets, which more
than offset the benefit attributable to the growth in average earning assets.

Our average interest-bearing liabilities for the first six months of 2021 were
$1.51 billion, a decrease of $52.9 million, or 3.4%, from the first six months
of 2020. Total interest expense decreased by $5.2 million in the first six
months of 2021, when compared to the like period in 2020, as the average rate
paid on our interest-bearing liabilities decreased by 66 bp and average interest
bearing liabilities decreased by $52.9 million. The net accretion of fair value
adjustments on acquired loans added 12 bp to our net interest margin and 15 bp
to our average yield on loans in the first six months of 2021, an increase from
the first six months of 2020 of 7 bp and 9 bp,  respectively. We expect the
impact of this net accretion to decrease in future periods. PPP loans, with an
average yield of 4.41% and an interest spread (net of an assumed funding cost at
0.35%) of 4.06%, increased our net interest margin by 5 bp in the first six
months of 2021; this compared to an average yield of 2.52% and an interest
spread (net of an assumed funding cost at 0.35%) of 2.17%, which decreased our
net interest margin by 4 bp in the first six months of 2020.

Interest Income



Interest income decreased by $1.1 million, or 2.5%, to $42.6 million for the
first six months of 2021 compared to $43.7 million for the first six months of
2020. Interest income on loans and leases decreased by $148 thousand, or 0.4%,
while average loans increased by $97.9 million, or 5.4%, to $1.92 billion in the
first six months of 2021 compared to the first six months of 2020. The average
yield on loans was 4.14% in the first six months of 2021, down 23 bp from 4.37%
for the first six months of 2020, primarily driven by the lower interest rate
environment. PPP loan interest income was $4.0 million in the first six months
of 2021 compared to $896 thousand in the first six months of 2020; the PPP
program began in the second quarter of 2020. PPP loans increased our average
loan yield by 2 bp in the first six months of 2021 but decreased our average
loan yield by 8 bp in the first six months of 2020. The average yield on
available for sale securities decreased by 97 bp to 1.53% in the first six
months of 2021, as securities purchases were at substantially lower market
rates. The average balance of available for sale securities increased by $124.5
million, or 49.5%, in the first six months of 2021, compared to the first six
months of 2020, with $149.6 million of this increase in our MBS portfolio. The
average yield on our interest-bearing deposits in banks fell 54 bp to 0.06% in
the first six months of 2021, compared to the same period in 2020, reflective of
the significant decline in market rates of interest.

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  Table of Contents

Interest Expense

Interest expense decreased by $5.2 million, or 64.7%, to $2.8 million for the
first six months of 2021, compared to $8.1 million for the same period in 2020.
The average rate on our interest-bearing liabilities decreased by 66 bp to 0.38%
for the first six months of 2021 compared to the first six months of 2020.
Interest expense on deposits decreased by $4.5 million for the first six months
of 2021 compared to the first six months of 2020; our average interest-bearing
deposits increased by $28.2 million while the average rate on interest-bearing
deposits decreased by 74 bp. We lowered the interest rates paid on
interest-bearing deposits in response to the lower prevailing competitive market
rates starting in late February 2020, with the full impact of those rate
reductions expected to be reflected in future periods as maturing time deposits
reprice at lower market interest rates. In addition, our interest expense on
FHLB advances decreased by $648 thousand and the average balance decreased by
$81.4 million in the first six months of 2021 compared to the first six months
of 2020. The average rate paid on FHLB advances, at 0.86% for the first six
months of 2021, decreased by 21 bp when compared to the same period in 2020.

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  Table of Contents

Average Balances, Yields and Rates



The following table sets forth average balances, annualized yields and rates,
and certain other information for the periods indicated. No tax-equivalent yield
adjustments were made, as the effect thereof was not material. All average
balances are daily average balances. Nonaccrual loans were included in the
computation of average balances, and have been reflected in the table as loans
carrying a zero yield. The yields set forth below include the effect of deferred
fees, discounts and premiums that are amortized or accreted to interest income
or expense as well as any amortization and accretion of fair value adjustments.


                                                           Six Months Ended June 30,
                                                  2021                                      2020
                                   Average        Income         Yield        Average        Income       Yield         Change
(dollars in thousands)             Balance       / Expense      / Rate        Balance       / Expense     / Rate       Prior Yr
Earning assets
Loans and leases: (1)
Commercial loans and leases      $   351,950    $     6,356         3.64 %  $   376,517    $     8,034      4.29 %       (0.65) %
Commercial real estate               746,102         17,084         4.62        692,772         16,589      4.82         (0.20)
Construction and land                117,982          2,225         3.80        132,194          2,750      4.18         (0.38)
Residential real estate              445,014          8,321         3.77        499,572         10,193      4.10         (0.33)
Consumer                              72,819          1,405         3.89         45,641          1,056      4.65         (0.76)
Total portfolio loans              1,733,867         35,391         4.12   

1,746,696 38,622 4.45 (0.33) Paycheck Protection Program loans

                                182,112          3,979         4.41         71,357            896      2.52           1.88
Total loans and leases             1,915,979         39,370         4.14      1,818,053         39,518      4.37         (0.23)
Securities available for
sale: (2)
U.S Gov agencies                      46,746            562         2.42         75,523          1,024      2.73         (0.30)
Mortgage-backed                      320,017          2,017         1.27        170,409          1,923      2.27         (1.00)
Corporate debentures                   9,224            279         6.11          5,515            184      6.72         (0.61)
Total available for sale
securities                           375,987          2,858         1.53   

251,447 3,131 2.50 (0.97) Securities held to maturity: (2)

                                    6,244            177         5.71          7,747            225      5.83         (0.12)
FHLB Atlanta stock, at cost            9,843            200         4.09         14,361            393      5.51         (1.42)
Interest bearing deposit in
banks                                 42,039             12         0.06         85,521            254      0.60         (0.54)
Loans held for sale                        -              -            -          9,894            179      3.64         (3.64)
Total earning assets               2,350,092         42,617         3.66 % 

2,187,023 43,700 4.02 % (0.36) % Cash and due from banks

               10,684                                

14,833


Bank premises and equipment,
net                                   40,792                                     42,560
Goodwill                              31,449                                     65,760
Core deposit intangible                5,258                                      7,871
Other assets                         144,099                                    143,843
Less: allowance for credit
losses                              (18,743)                                   (12,068)
Total assets                     $ 2,563,631                                $ 2,449,822
Interest-bearing liabilities
Deposits:
Interest-bearing demand
accounts                         $   222,688             41         0.04 %  $   185,043    $       214      0.23 %       (0.20) %
Money market                         435,509            149         0.07        367,218          1,047      0.57         (0.50)
Savings                              176,276             27         0.03        137,240             70      0.10         (0.07)
Time deposits                        423,894            853         0.41        540,691          4,262      1.59         (1.18)
Total interest-bearing
deposits                           1,258,367          1,070         0.17      1,230,192          5,593      0.91         (0.74)
Borrowings:
FHLB advances                        206,959            884         0.86        288,407          1,532      1.07         (0.21)
Fed funds and other
borrowings                            11,860              2         0.03         11,707             17      0.29         (0.26)
Subordinated debt                     28,532            891         6.30         28,282            913      6.49         (0.19)
Total borrowings                     247,351          1,777         1.45   

328,396 2,462 1.51 (0.06) Total interest-bearing funds 1,505,718 2,847 0.38 %

1,558,588 8,055 1.04 % (0.66) % Noninterest-bearing deposits 736,630


    548,390
Other liabilities                     22,518                                     25,864
Total liabilities                  2,264,866                                  2,132,842
Stockholders' equity                 298,765                                    316,980
Total liabilities & equity       $ 2,563,631                                $ 2,449,822
Net interest income                             $    39,770                                $    35,645

Net interest rate spread (3)                                        3.28 %                                  2.98 %
Effect of noninterest-bearing
funds                                                               0.13                                    0.30
Net interest margin on
earning assets (4)                                                  3.41 %                                  3.28 %




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  Table of Contents

Loan fee income is included in the interest income calculation, and (1) nonaccrual loans are included in the average loan balance; they have been

reflected as loans carrying a zero yield.

(2) Available for sale securities are presented at fair value, held to maturity

securities are presented at amortized cost.

(3) Net interest rate spread represents the difference between the yield on

average earning assets and the cost of average interest-bearing liabilities.

(4) Net interest margin represents net interest income divided by average total


    earning assets.


Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our
net interest income for the periods indicated. The rate column shows the effects
attributable to changes in rate (changes in rate multiplied by prior volume).
The volume column shows the effects attributable to changes in volume (changes
in volume multiplied by prior rate) as well as any impact of number of days

and
mix.

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  Table of Contents

The total of the changes set forth in the rate and volume columns are presented
in the total column.


                                                            Six Months Ended June 30,
                                                                   2021 vs. 2020
                                                                Due to variances in
(in thousands)                                            Total        Rates       Volumes
Effect on interest income on earning assets:
Loans and leases:
Commercial loans and leases                             $ (1,678)    $ (1,212)    $   (466)
Commercial real estate                                        495        (680)        1,175
Construction and land                                       (525)        (249)        (276)
Residential real estate                                   (1,872)        (824)      (1,048)
Consumer                                                      349        (173)          522
Total interest on portfolio loans                         (3,231)      (3,138)         (93)
Paycheck Protection Program (PPP)                           3,083          666        2,417
Total interest on loans and leases                          (148)      (2,472)        2,324
Securities available for sale:
U.S. Gov agencies                                           (462)        (113)        (349)
Mortgage-backed                                                94        (844)          938
Corporate debentures                                           95         (17)          112
Total interest on available for sale securities             (273)        (974)          701
Securities held to maturity                                  (48)          (4)         (44)
FHLB Atlanta stock, at cost                                 (193)        (101)         (92)
Interest bearing deposit in banks                           (242)        (228)         (14)
Loans held for sale                                         (179)        (179)          (0)
Total interest income                                     (1,083)      (3,958)        2,875
Effect on interest expense on interest-bearing
liabilities:
Deposits:
Interest-bearing demand accounts                            (173)        (179)            6
Money market                                                (898)        (919)           21
Savings                                                      (43)         (49)            6
Time deposits                                             (3,409)      (3,162)        (247)
Total interest on deposits                                (4,523)      (4,309)        (214)
Borrowings:
FHLB advances                                               (648)        (296)        (352)
Fed funds and other borrowings                               (15)         (15)          (0)
Subordinated debt                                            (22)         (27)            5
Total interest on borrowings                                (685)        (338)        (347)
Total interest expense                                    (5,208)      (4,647)        (561)
Effect on net interest earned                           $   4,125    $    

689    $   3,436

Provision for Credit Losses


We recorded a provision for credit losses of $1.0 million for the first six
months of 2021, compared to $6.4 million for the first six months of 2020, a
decrease of $5.4 million. The higher provision for credit losses in the first
six months of 2020 reflected the rapidly changing economic environment and
uncertainty resulting from the COVID-19 pandemic. For the first six months of
2021, the provision for credit losses, net of net charge-offs of $1.9 million,
resulted in a decrease in the allowance for loan and lease losses of $874
thousand. For the first six months of 2020, the provision for credit losses, net
of net charge-offs of $490 thousand, resulted in an increase in the allowance
for loan and lease losses of $6.0 million.  Our allowance for loan and lease
losses is more fully discussed below under the sections entitled "Nonperforming
and Problem Assets; COVID-19 Related Loan Deferrals" and "Allowance for Loan and
Lease Losses" of this MD&A.

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  Table of Contents

Noninterest Income

The following table presents the major categories of noninterest income for the six months ended June 30, 2021 and 2020:






                                               Six Months Ended
                                                   June 30,
(in thousands)                                 2021         2020      $ Change     % Change

Service charges on deposit accounts          $   1,193    $  1,075    $     118        11.0 %
Realized and unrealized gains on mortgage
banking activity                                     -       1,036      (1,036)     (100.0)
Gain on the sale of securities                       -       3,044      (3,044)     (100.0)
Income from bank owned life insurance              845         886         (41)       (4.6)
Loan related fees and service charges              568         755        (187)      (24.8)
Other operating income                           1,816       1,329          487        36.6
Total noninterest income                     $   4,422    $  8,125    $ (3,703)      (45.6) %




Noninterest income was $4.4 million for the six months ended June 30, 2021, a
decrease of $3.7 million, or 45.6%, compared to $8.1 million for the same period
in 2020.  The primary drivers of this decrease in the first six months of 2021
were a $3.0 million decrease in gains on the sale of securities and a $1.4
million decrease in noninterest income attributable to our former mortgage
banking activities. The noninterest income from our former mortgage banking
activities, consisting of $1.0 million of realized and unrealized gains on
mortgage banking activity and $389 thousand in loan related fees and service
charges, was all recorded in the first quarter of 2020. There was no noninterest
income from either securities gains or our former mortgage banking activities in
the first six months of 2021. Noninterest income other than from securities
gains and from mortgage banking activities for the first six months of 2021
increased by $766 thousand, or 21.0%, from the first six months of 2020.

Service charges on deposit accounts, which consist of account activity fees such
as nonsufficient funds ("NSF") and overdraft fees in addition to other standard
deposit fees, increased $118 thousand in the first six months of 2021, compared
to the first six months of 2020.  While our standard deposit fees were up $258
thousand in the first six months of 2021, NSF and overdraft fees were down $141
thousand from the first six months of 2020, with a portion of this reduction
representing accommodations to COVID-19 impacted customers in the current
economic environment and higher liquidity maintained by other customers.

Loan related fees and service charges were $568 thousand in the first six months
of 2021, a decrease of $187 thousand from the first six months of 2020. Loan
related fees and service charges, other than from our former mortgage banking
activities for the first six months of 2020, increased by $202 thousand, or
55.1%, when compared to the first six months of 2020, due to increased lending
activity.

Other operating income, which consists mainly of non-depository account fees
such as interchange, wire, merchant card and ATM services, increased $487
thousand in the first six months of 2021 compared to the first six months of
2020. The primary driver was a $305 thousand increase in interchange fees, as
consumer spending and card utilization increased from the first six months 2020,
when spending and card utilization were adversely impacted by the initial drop
in economic activity due to the pandemic.

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  Table of Contents

Noninterest Expenses

The following table presents the major categories of noninterest expense for the six months ended June 30, 2021 and 2020:






                                               Six Months Ended
                                                  June 30,
(in thousands)                                  2021        2020      $ Change     % Change
Compensation and benefits                    $ 14,065    $ 14,700    $    (635)       (4.3) %
Occupancy and equipment                         2,643       2,275           368        16.2
Marketing and business development                638         903         (265)      (29.3)
Professional fees                               1,543       1,360           183        13.5
Data processing fees                            1,866       1,776            90         5.1
FDIC assessment                                   466         397            69        17.4
Other real estate owned                            40         346         (306)      (88.4)
Loan production expense                           335         660         (325)      (49.2)
Amortization of core deposit intangible         1,209       1,379         (170)      (12.3)
Other operating expense                         1,834       3,891       (2,057)      (52.9)
Total noninterest expense before goodwill
impairment                                     24,639      27,687       (3,048)      (11.0)
Goodwill impairment                                 -      34,500      (34,500)     (100.0)
Total noninterest expense                    $ 24,639    $ 62,187    $ (37,548)      (60.4) %




Noninterest expenses were $24.6 million for the first six months of 2021, a
decrease of $37.5 million, or 60.4%, compared to $62.2 million for the first six
months of 2020.  The decrease was primary attributable to the $34.5 million
goodwill impairment charge recorded in the second quarter of 2020; there was no
additional goodwill impairment charge in the first six months of 2021. In
addition, noninterest expenses attributable to our former mortgage banking
activities were $1.4 million in the first six months of 2020, primarily
consisting of $928 thousand in compensation and benefits expense, $259 thousand
in loan production expense, and $251 thousand in all other expense categories.
 There were no noninterest expenses from our former mortgage banking activities
in the first six months of 2021. Noninterest expenses in the first six months of
2021, other than from the goodwill impairment charge and our former mortgage
banking activities, decreased by $1.6 million, or 6.1%, from the first six
months of 2020.

Compensation and benefits expense is typically the largest component of our
noninterest expense.  Compensation and benefits expense other than from our
former mortgage banking activities increased by $293 thousand, or 2.1%, in the
first six months of 2021, compared to the same period in 2020.  The first six
months of 2020 included $698 thousand of additional compensation expense
attributable to the departure of our former CFO, recorded in the first quarter
of 2020.

Occupancy and equipment expense increased by $368 thousand in the first six
months of 2021, compared to the first six months of 2020. The first six months
of 2021 included $152 thousand of non-capitalizable branch renovation costs, a
higher level of ongoing incremental expenses associated with COVID-19 deep
cleaning efforts, and a higher level of snow removal expenses when compared to
the first six months of 2020, partially offset by a reduction in rental expenses
as a result of our branch closures in early 2021. In addition, the first six
months of 2020 included $224 thousand of branch closing cost accrual reversals
related to a favorable lease termination.

Our marketing and business development expenses decreased by $265 thousand in
the first six months of 2021, driven primarily by a lower level of corporate
sponsorships and the impact of COVID-19 that resulted in lower expenses for
customer and non-customer direct contact.

OREO expense decreased $306 thousand in the first six months of 2021, primarily
as a result of a $257 thousand OREO valuation allowance recorded in the first
six months of 2020 with no valuation allowance recorded in 2021.

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Other operating expense decreased by $2.1 million in the first six months of
2021. Other operating expense consists mainly of a variety of general expenses
such as telephone and data lines, supplies and postage, courier services,
general insurance, director fees, and miscellaneous losses. Included in other
operating expense for the first six months of 2020 was a $1.0 million litigation
accrual stemming from certain mortgages originated by First Mariner Bank before
its merger with Howard Bank, $224 thousand in prepayment penalties on FHLB
advances, and $403 thousand of additional expenses that were the result of the
reevaluation of certain expense accruals in the first quarter of 2020.

Income Tax Expense


For the first six months of 2021, we recorded an income tax expense of $4.9
million compared to an income tax expense of $1.2 million in the first six
months of 2020. The first six months of 2020 was favorably impacted by certain
provisions of the CARES Act that was signed into law on March 27, 2020. The
CARES Act permits corporate taxpayers to recover prior period taxes paid by
carrying back net operating losses incurred in tax years ending after December
31, 2017 to tax years ending up to five years earlier. As a result, we were able
to carryback the 2018 tax net operating loss of $9.1 million to tax years
2013-2015. The $1.2 million carryback tax benefit represents the difference
between the current federal statutory tax rate of 21% and the 34% statutory
federal tax rate applicable during the carryback years.  Our effective tax rate
for the first six months of 2021 was 26.4% compared to an effective tax rate
-4.8% for the first six months of 2020; outside the impact of the $34.5 million
non-deductible goodwill impairment charge and the $1.2 million benefit from the
CARES Act, the effective tax rate for the first six months of 2020 would have
been 24.7%.

A comparison of the three months ended June 30, 2021 and June 30, 2020


We reported net income of $7.5 million, or $0.40 per both basic and diluted
common share, for the three months ended June 30, 2021, compared to a net loss
for the three months ended June 30, 2020 of $29.4 million, or a loss of $1.57
per both basic and diluted common share. Net income increased by $36.9 million,
or $1.97 per both basic and diluted common share, in the second quarter of 2021
when compared to the second quarter of 2020, primarily as a result of the
following:

The second quarter of 2020 included a goodwill impairment charge, which was not

? tax deductible, of $34.5 million (an increase in 2021 of $1.84 per diluted

share).

No provision for credit losses was recorded in the second quarter of 2021,

? compared to a $3.0 million provision for credit losses in the second quarter of

2020 (an increase in 2021 of $0.12 after tax per share).

PPP loan pretax income of $1.6 million for the second quarter of 2021 was $613

? thousand higher than the $1.0 million of PPP loan pretax income for the second

quarter of 2020 (an increase in 2021 of $0.02 after tax per share).

The second quarter of 2020 included a $1.0 million litigation accrual (an

? increase in 2021 of $0.04 after tax per share); there was no comparable item in

the second quarter of 2021.

The second quarter of 2020 included a $224 thousand prepayment penalty on FHLB

? advances (an increase in 2021 of $0.01 after tax per share); there was no

comparable item in the first six months of 2021.

These items were partially offset by:

The second quarter of 2020 included $3.0 million in securities gains (a

? decrease in 2021 of $0.12 after tax per share); there were no securities gains


   in the second quarter of 2021.


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Net Interest Income

Net interest income for the second quarter of 2021 was $20.1 million, an
increase of $2.0 million from the second quarter of 2020. Our net interest
margin was 3.39% for the second quarter of 2021, an increase of 17 bp from 3.22%
for the second quarter of 2020. Average earning assets for the second quarter of
2021 were $2.37 billion, an increase of $109.5 million, or 4.8%, from the second
quarter of 2020. Total interest income decreased $92 thousand in the second
quarter of 2021, compared to the like period in 2020, resulting from the 20 bp
decrease in the yield on our average earning assets, which more than offset the
benefit attributable to the growth in average earning assets.

Our average interest-bearing liabilities for the second quarter of 2021 were
$1.49 billion, a decrease of $60.3 million, or 3.9%, from the second quarter of
2020. Total interest expense decreased by $2.1 million in the second quarter of
2021, when compared to the like period in 2020, as the average rate paid on our
interest-bearing liabilities decreased by 52 bp. The net accretion of fair value
adjustments on acquired loans added 12 bp to our net interest margin and 13 bp
to our average yield on loans in the second quarter of 2021, an increase from
the first second quarter of 2020 of 2 bp and 1 bp,  respectively. We expect the
impact of this net accretion to decrease in future periods. PPP loans, with an
average yield of 4.01% and an interest spread (net of an assumed funding cost at
0.35%) of 3.66%, increased our net interest margin by 2 bp in the second quarter
of 2021; this compared to an average yield of 2.53% and an interest spread (net
of an assumed funding cost at 0.35%) of 2.18%, which decreased our net interest
margin by 8 bp in the second quarter of 2020.

Interest Income



Interest income decreased by $92 thousand, or 0.4%, to $21.4 million for the
second quarter of 2021 compared to $21.5 million for the second quarter of 2020.
Interest income on loans and leases increased by $148 thousand, or 0.8%, while
average loans increased by $56.5 million, or 3.0%, to $1.94 billion in the
second quarter of 2021 compared to the second quarter of 2020. The average yield
on loans was 4.07% in the second quarter of 2021, down 11 bp from 4.18% for the
second quarter of 2020, primarily driven by the lower interest rate environment.
PPP loan interest income was $1.8 million in the second quarter of 2021 compared
to $896 thousand in the second quarter of 2020. PPP loans reduced our average
loan yield in the second quarter of 2021 and the second quarter of 2020 by 1 bp
and 13 bp, respectively. The average yield on available for sale securities
decreased by 69 bp to 1.60% in the second quarter of 2021, as purchases were at
substantially lower market rates. The average balance of available for sale
securities increased by $100.4 million, or 36.5%, in the second quarter of 2021,
compared to the second quarter of 2020, with $131.5 million of this increase in
our MBS portfolio.

Interest Expense

Interest expense decreased by $2.1 million, or 61.2%, to $1.3 million for the
second quarter of 2021, compared to $3.4 million for the same period in 2020.
The average rate on our interest-bearing liabilities decreased by 52 bp to 0.35%
for the second quarter of 2021 compared to the second quarter of 2020. Interest
expense on deposits decreased by $2.0 million for the second quarter of 2021
compared to the second quarter of 2020; our average interest-bearing deposits
decreased by $4.9 million while the average rate on interest-bearing deposits
decreased by 64 bp.  We lowered the interest rates paid on interest-bearing
deposits in response to the lower prevailing competitive market rates starting
in late February 2020, with the full impact of those rate reductions expected to
be reflected in future periods as maturing time deposits reprice at lower market
interest rates. In addition, our interest expense on FHLB advances decreased by
$63 thousand and the average balance of FHLB advances decreased by $49.7 million
in the second quarter of 2021 compared to the second quarter of 2020. The
average rate paid on FHLB advances, at 0.86% for the second quarter of 2021,
increased by 6 bp when compared to the same period in 2020. This increase was
the result of a lower balance of low rate, short-term FHLB advances in the
second quarter of 2021 when compared to the same period in 2020.

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Average Balances, Yields and Rates



The following table sets forth average balances, annualized yields and rates,
and certain other information for the periods indicated. No tax-equivalent yield
adjustments were made, as the effect thereof was not material. All average
balances are daily average balances. Nonaccrual loans were included in the
computation of average balances, and have been reflected in the table as loans
carrying a zero yield. The yields set forth below include the effect of deferred
fees, discounts and premiums that are amortized or accreted to interest income
or expense as well as any amortization and accretion of fair value adjustments.




                                                                     Three Months Ended June 30,
                                                             2021                                    2020
                                               Average        Income       Yield       Average        Income       Yield      Change
(dollars in thousands)                         Balance       / Expense     / Rate      Balance       / Expense     / Rate    Prior Yr
Earning assets
Loans and leases: (1)

Commercial loans and leases                  $   358,980    $     3,271
 3.65 %  $   375,835    $     3,730      3.99 %    (0.34) %
Commercial real estate                           755,815          8,528      4.53        694,613          8,143      4.71      (0.19)
Construction and land                            118,704          1,116      3.77        132,899          1,287      3.89      (0.12)
Residential real estate                          446,784          4,249      3.81        490,110          4,948      4.06      (0.25)
Consumer                                          80,418            748      3.73         45,619            536      4.73      (0.99)
Total portfolio loans                          1,760,701         17,912    

4.08 1,739,076 18,644 4.31 (0.23) Paycheck Protection Program loans

                177,546          1,776      4.01        142,715            896      2.53        1.49
Total loans and leases                         1,938,247         19,688      4.07      1,881,791         19,540      4.18      (0.10)
Securities available for sale: (2)
U.S Gov agencies                                  45,256            274      2.43         80,217            532      2.67      (0.24)
Mortgage-backed                                  320,960          1,088      1.36        189,419            945      2.01      (0.65)
Corporate debentures                               9,294            139      6.00          5,507             92      6.72      (0.72)

Total available for sale securities              375,510          1,501    

1.60 275,143 1,569 2.29 (0.69) Securities held to maturity: (2)

                   6,206             88      5.69          7,745            112      5.82      (0.13)
FHLB Atlanta stock, at cost                        9,008             99      4.39         13,015            220      6.78      (2.39)
Interest bearing deposit in banks                 45,741              6    

 0.06         86,181             20      0.09      (0.04)
Loans held for sale                                    -              -         -          1,365             13      3.83      (3.83)
Total earning assets                           2,374,712         21,382      3.61 %    2,265,240         21,474      3.81 %    (0.20) %
Cash and due from banks                           10,781                                  16,056

Bank premises and equipment, net                  40,593                   

              42,431
Goodwill                                          31,449                                  65,570
Core deposit intangible                            4,956                                   7,522
Other assets                                     143,052                                 146,395

Less: allowance for credit losses               (18,392)                   

            (13,417)
Total assets                                 $ 2,587,151                             $ 2,529,797
Interest-bearing liabilities
Deposits:

Interest-bearing demand accounts             $   227,272             19    

 0.03 %  $   186,781    $        57      0.12 %    (0.09) %
Money market                                     428,169             66      0.06        365,658            342      0.38      (0.31)
Savings                                          180,992             15      0.03        140,904             25      0.07      (0.04)
Time deposits                                    409,404            310    

0.30 557,401 1,959 1.41 (1.11) Total interest-bearing deposits

                1,245,837            410     

0.13 1,250,744 2,383 0.77 (0.63) Borrowings: FHLB advances

                                    206,231            443      0.86        255,945            506      0.80        0.07
Fed funds and other borrowings                    10,751              1    

 0.04         16,747             13      0.31
Subordinated debt                                 28,608            446      6.25         28,307            452      6.42      (0.17)
Total borrowings                                 245,590            890      1.45        300,999            971      1.30        0.16

Total interest-bearing funds                   1,491,427          1,300    

0.35 % 1,551,743 3,354 0.87 % (0.52) % Noninterest-bearing deposits

                     773,825                                 632,080
Other liabilities                                 21,665                                  26,822
Total liabilities                              2,286,917                               2,210,645
Stockholders' equity                             300,234                                 319,152
Total liabilities & equity                   $ 2,587,151                             $ 2,529,797
Net interest income                                         $    20,082                             $    18,120

Net interest rate spread (3)                                                 3.26 %                                  2.94 %
Effect of noninterest-bearing funds                                          0.13                                    0.28
Net interest margin on earning assets (4)                                  

 3.39 %                                  3.22 %




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Loan fee income is included in the interest income calculation, and (1) nonaccrual loans are included in the average loan balance; they have been

reflected as loans carrying a zero yield.

(2) Available for sale securities are presented at fair value, held to maturity

securities are presented at amortized cost.

(3) Net interest rate spread represents the difference between the yield on

average earning assets and the cost of average interest-bearing liabilities.

(4) Net interest margin represents net interest income divided by average total


    earning assets.


Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our
net interest income for the periods indicated. The rate column shows the effects
attributable to changes in rate (changes in rate multiplied by prior volume).
The volume column shows the effects attributable to changes in volume (changes
in volume multiplied by prior rate) as well as any impact of number of days

and
mix.

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The total of the changes set forth in the rate and volume columns are presented
in the total column.




                                                            Three Months Ended June 30,
                                                                    2021 vs. 2020
                                                                 Due to variances in
(in thousands)                                             Total         Rates       Volumes
Effect on interest income on earning assets:
Loans and leases:
Commercial loans and leases                             $     (459)    $   (316)    $   (143)
Commercial real estate                                          385        (328)          713
Construction and land                                         (171)         (41)        (130)
Residential real estate                                       (699)        (301)        (398)
Consumer                                                        212        (113)          325
Total interest on portfolio loans                             (732)      (1,099)          367
Paycheck Protection Program (PPP)                               880          529          351
Total interest on loans and leases                              148        (570)          718
Securities available for sale:
U.S. Gov agencies                                             (258)         (48)        (210)
Mortgage-backed                                                 143        (305)          448
Corporate debentures                                             47         (10)           57

Total interest on available for sale securities                (68)       

(363)          295
Securities held to maturity                                    (24)          (2)         (22)
FHLB Atlanta stock, at cost                                   (121)         (77)         (44)

Interest bearing deposit in banks                              (14)        

 (8)          (6)
Loans held for sale                                            (13)         (13)            0
Total interest income                                          (92)      (1,033)          941

Effect on interest expense on interest-bearing
liabilities:
Deposits:
Interest-bearing demand accounts                               (38)        

(42)            4
Money market                                                  (276)        (287)           11
Savings                                                        (10)         (13)            3
Time deposits                                               (1,649)      (1,542)        (107)
Total interest on deposits                                  (1,973)      (1,884)         (89)
Borrowings:
FHLB advances                                                  (63)           42        (105)

Fed funds and other borrowings                                 (12)         (11)          (1)
Subordinated debt                                               (6)         (12)            6
Total interest on borrowings                                   (81)           19        (100)
Total interest expense                                      (2,054)      (1,865)        (189)
Effect on net interest income                           $     1,962    $   

 832    $   1,130




Provision for Credit Losses

No provision for credit losses was recorded in the second quarter of 2021
compared to a $3.0 million provision for the second quarter of 2020. The higher
provision for credit losses in the second quarter 2020 reflected the rapidly
changing economic environment and uncertainty resulting from the COVID-19
pandemic. Second quarter of 2021 net charge-offs of $80 thousand resulted in an
$80 thousand decrease in the allowance for loan and lease losses at June 30,
2021. For the second quarter of 2020, the $3.0 million provision for credit
losses, net of net charge-offs of $28 thousand, resulted in an increase in the
allowance for loan and lease losses of $3.0 million.  Our allowance for loan and
lease losses is more fully discussed below under the sections entitled
"Nonperforming and Problem Assets; COVID-19 Related Loan Deferrals" and
"Allowance for Loan and Lease Losses" of this MD&A.

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  Table of Contents

Noninterest Income

The following table presents the major categories of noninterest income for the three months ended June 30, 2021 and 2020:






                                           Three Months Ended
                                                June 30,
(in thousands)                              2021         2020      $ Change     % Change
Service charges on deposit accounts      $      654     $   432    $     222         51.4 %
Gain on the sale of securities                    -       3,044      (3,044)      (100.0)
Income from bank owned life insurance           421         441         (20)        (4.5)
Loan related fees and service charges           271         175           96         54.9
Other operating income                        1,007         667          340         51.0
Total noninterest income                 $    2,353     $ 4,759    $ (2,406)       (50.6) %




Noninterest income was $2.4 million for the three months ended June 30, 2021, a
decrease of $2.4 million, or 50.6%, compared to $4.8 million for the same period
in 2020.  The primary driver of this decrease was a $3.0 million decrease in
noninterest income attributable to gains on the sale of securities in the second
quarter of 2020; there were no securities gains in the second quarter of 2021.
Noninterest income other than from securities gains for the second quarter of
2021 increased by $638 thousand, or 37.2%, from the second quarter of 2020.

Service charges on deposit accounts, which consist of account activity fees such
as nonsufficient funds ("NSF") and overdraft fees in addition to other standard
deposit fees, increased $222 thousand in the second quarter of 2021, compared to
the second quarter of 2020.  Our standard deposit fees were up $208 thousand in
the second quarter of 2021 while NSF and overdraft fees were up $14 thousand
from the second quarter of 2020.

Loan related fees and service charges were $271 thousand in the second quarter
of 2021, an increase of $96 thousand from the second quarter of 2020. Increases
in loan related fees and service charges were due to increased lending activity.

Other operating income, which consists mainly of non-depository account fees
such as interchange, wire, merchant card and ATM services, increased $340
thousand in the second quarter of 2021 compared to the second quarter of 2020.
The primary driver was a $225 thousand increase in interchange fees, as consumer
spending and card utilization increased from the second quarter 2020, when
spending and card utilization were adversely impacted by the initial drop in
economic activity due to the pandemic.

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Noninterest Expenses

The following table presents the major categories of noninterest expense for the three months ended June 30, 2021 and 2020:






                                                          Three Months Ended
                                                               June 30,
(in thousands)                                             2021         2020       $ Change      % Change
Compensation and benefits                               $    7,143    $  6,259    $       884        14.1 %
Occupancy and equipment                                      1,318       1,242             76         6.1
Marketing and business development                             341        

453          (112)      (24.7)
Professional fees                                              809         634            175        27.6
Data processing fees                                           982         849            133        15.7
FDIC assessment                                                171         236           (65)      (27.5)

Other real estate owned                                          -         268          (268)     (100.0)
Loan production expense                                        181         192           (11)       (5.7)
Amortization of core deposit intangible                        594         680           (86)      (12.6)
Other operating expense                                        758       2,315        (1,557)      (67.3)
Total noninterest expense before goodwill impairment        12,297      13,128          (831)       (6.3)
Goodwill impairment                                              -      34,500       (34,500)     (100.0)
Total noninterest expense                               $   12,297    $ 47,628    $  (35,331)      (74.2) %




Noninterest expenses were $12.3 million for the second quarter of 2021, a
decrease of $35.3 million, or 74.2%, compared to $47.6 million for the second
quarter of 2020.  The decrease was primary attributable to the $34.5 million
goodwill impairment charge recorded in the second quarter of 2020; there was no
additional goodwill impairment charge in the second quarter of 2021. Noninterest
expenses in the second quarter of 2021, other than from the goodwill impairment
charge, decreased by $831 thousand, or 6.3%, from the second quarter of 2020.

Compensation and benefits expense is typically the largest component of our
noninterest expense.  Compensation and benefits expense increased by $884
thousand, or 14.1%, in the second quarter of 2021, compared to the same period
in 2020.  The higher level of compensation and benefits expense included an
increase in staff costs and benefits of $544 thousand, resulting from talent
acquisitions since the second quarter of 2020, including staff increases in
connection with the Company's Greater Washington initiative. In addition, loan
origination internal cost deferrals attributable to the PPP program in the
second quarter of 2021 were $231 thousand lower than the $242 thousand reported
in the second quarter of 2020.

Occupancy and equipment expense increased by $76 thousand in the second quarter
of 2021, compared to the same period in 2020. The second quarter of 2021
included $152 thousand of non-capitalizable branch renovation costs, partially
offset by a $66 thousand reduction in rental expenses as a result of our branch
closures in early 2021.

Professional fees increased by $175 thousand in the second quarter of 2021, compared to the same period in 2020. The second quarter of 2021 reflected a higher level of legal expenses, which increased by $167 thousand compared to the same period in 2020.



Data processing fees increased by $133 thousand in the second quarter of 2021,
compared to the same period in 2020, with this increase primarily attributable
to higher account and transaction volumes.

Our marketing and business development expenses decreased by $112 thousand in the second quarter of 2021, driven primarily by a lower level of corporate sponsorships and the impact of COVID-19 that resulted in lower expenses for customer and non-customer direct contact.



OREO expense decreased $268 thousand in the second quarter of 2021, primarily as
a result of a $257 thousand OREO valuation allowance recorded in the second
quarter of 2020; there was no valuation allowance recorded in the second quarter
of 2021.

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Other operating expense decreased by $1.6 million in the second quarter of 2021.


 Other operating expense consists mainly of a variety of general expenses such
as telephone and data lines, supplies and postage, courier services, general
insurance, director fees, and miscellaneous losses. Included in other operating
expense for the second quarter of 2020 was a $1.0 million litigation accrual,
stemming from certain mortgages originated by First Mariner Bank before its
merger with Howard Bank, and $224 thousand in prepayment penalties on FHLB
advances. In addition, fraud and other miscellaneous losses declined by $134
thousand in the second quarter of 2021.

Income Tax Expense



For the second quarter of 2021, we recorded an income tax expense of $2.7
million compared to $1.7 million in the second quarter of 2020. Our effective
tax rate for the second quarter of 2021 was 26.5%. The goodwill impairment
charge of $34.5 million recorded during the second quarter of 2020 was not tax
deductible. Our effective tax rate for the second quarter of 2020 was -6.0%;
outside the impact of the $34.5 million non-deductible goodwill impairment
charge, our effective tax rate for the second quarter of 2020 would have been
24.6%.

Nonperforming and Problem Assets; COVID - Related Loan Deferrals

We perform reviews of all delinquent loans and our loan officers contact customers to attempt to resolve potential credit issues in a timely manner.


 Loans are placed on nonaccrual status when payment of principal or interest is
90 days or more past due and the value of the collateral securing the loan, if
any, is less than the outstanding balance of the loan.  Loans are also placed on
nonaccrual status if we have serious doubt about further collectability of
principal or interest on the loan, even though the loan is currently performing.
 When loans are placed on a nonaccrual status, unpaid accrued interest is fully
reversed, and subsequent income, if any, is recognized only to the extent
received.  The loan may be returned to accrual status if the loan is brought
current, has performed in accordance with the contractual terms for a reasonable
period of time, and ultimate collectability of the total contractual principal
and interest is no longer in doubt.

Under GAAP we are required to account for certain loan modifications or
restructurings as troubled debt restructurings ("TDRs"). In general, the
modification or restructuring of a debt constitutes a TDR if we, for economic or
legal reasons related to the borrower's financial difficulties, grant a
concession, such as a reduction in the effective interest rate, to the borrower
that we would not otherwise consider. However, all debt restructurings or loan
modifications for a borrower do not necessarily constitute troubled debt
restructurings. We believe loan modifications will potentially result in a lower
level of loan losses and loan collection costs than if we proceeded immediately
through the foreclosure process with these borrowers.

The CARES Act, as extended by certain provisions of the Consolidated
Appropriations Act, 2021, permits banks to suspend requirements under GAAP for
loan modifications to borrowers affected by COVID-19 that may otherwise be
characterized as TDRs and suspend any determination related thereto if (i) the
borrower was not more than 30 days past due as of December 31, 2019, (ii) the
modifications are related to COVID-19, and (iii) the modification occurs between
March 1, 2020 and the earlier of 60 days after the date of termination of the
national emergency or January 1, 2022. Federal bank regulatory authorities also
issued guidance to encourage banks to make loan modifications for borrowers
affected by COVID-19 and confirmed in working with the staff of the FASB that
short-term modifications made on a good faith basis in response to COVID-19 to
borrowers who were current prior to any relief are not TDRs.

Our level of COVID-19-related loan deferrals, after a large decline from their
2020 peak through December 31, 2020, have continued to decline. As of June 30,
2021, a total of $30.4 million of loans, representing 1.6% of total loans and
1.7% of portfolio loans, were performing under some form of deferral or other
payment relief. By comparison, a total of $56.1 million of loans, representing
3.0% of total loans and 3.3% of portfolio loans, were performing under some form
of deferral or other payment relief as of December 31, 2020. Included in total
deferrals at June 30, 2021 are second deferrals (including deferrals where the
cumulative inception to date deferral is greater than six months) of $17.6
million. Full payment deferrals at June 30, 2021 represent 5% of total deferrals
while principal only deferrals represent 95% of total deferrals. We expect that
the level of COVID-19 related deferrals will continue to decline in future

periods.

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The table below sets forth the amounts and categories of our nonperforming
assets, which consist of nonaccrual loans, troubled debt restructurings and OREO
(which includes real estate acquired through, or in lieu of, foreclosure),

at
the dates indicated.


                                                    June 30,       December 31,
(in thousands)                                        2021             2020
Non-accrual loans:
Real estate loans:
Construction and land                              $       246    $           581
Residential - first lien                                 8,769             12,635
Residential - junior lien                                1,607              1,250
Commercial owner occupied                                  311                416
Commercial non-owner occupied                            3,198                528
Commercial and leases                                      856              2,508
Total non-accrual loans                                 14,987             17,918
Accruing troubled debt restructured loans:
Residential real estate - first lien                     1,228             

1,153


Commercial and leases                                        4             

359


Total accruing troubled debt restructured loans          1,232             

1,512
Total nonperforming loans                               16,219             19,430
Other real estate owned:
Land                                                       534                648
Residential - first lien                                    95                 95
Total other real estate owned                              629                743
Total nonperforming assets                         $    16,848    $        20,173
Ratios:

Nonperforming loans to total loans and leases             0.83 %             1.04 %
Nonperforming loans to portfolio loans (1)                0.90 %             1.14 %
Nonperforming assets to total assets                      0.65 %           

0.79 %



Loans past due 90 days still accruing:
Real estate loans:
Residential - first lien                           $         -    $            34
Commercial owner occupied                                    -                 83
Commercial non-owner occupied                            5,628                  -
Commercial and leases                                        -                251
                                                   $     5,628    $           368



(1) Denotes a non-GAAP measure; refer to the section "Use of Non-GAAP Financial


    Measures and Related Reconciliations" for additional detail




Nonperforming Loans

Government fiscal stimulus and relief programs appear to have delayed, and
possibly mitigated, any materially adverse financial impact to our loan
portfolio resulting from the COVID-19 pandemic. Despite these measures, however,
we believe our credit metrics could worsen and loan losses could ultimately
materialize. Any potential loan losses will be contingent upon a number of
factors beyond our control, such as the ability to reach a sufficient
vaccination rate to achieve herd immunity, whether such vaccinations will be
effective against any resurgence of the virus, including new strains such as the
Delta variant, and the ability of customers and businesses to return to, and
remain in, their pre-pandemic routines.

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Nonperforming loans ("NPLs") were $16.2 million, or 0.83% of total loans and
0.90% of portfolio loans, at June 30, 2021 compared to $19.4 million, or 1.04%
of total loans and 1.14% of portfolio loans, at December 31, 2020.  The $3.2
million decrease in NPLs was the result of $1.1 million in payoffs and $2.1
million of charge-offs in the first six months of 2021. $677 thousand of the
first six months 2021 charge-offs were attributable to the partial charge-off of
loans to one borrower where we had recorded a specific allocation of the
allowance for loan and lease losses of $894 thousand at December 31, 2020.

Included in nonaccrual loans at June 30, 2021 are two TDRs with a carrying
balance totaling $318 thousand that were not performing in accordance with their
modified terms, and the accrual of interest has ceased. In addition, there were
five TDRs totaling $1.2 million that were performing in accordance with their
modified terms at June 30, 2021. During the six months ended June 30, 2021, we
reported a new $104 thousand residential real estate TDR, downgraded to
nonperforming a $237 thousand commercial loan TDR that previously had been
performing in accordance with its modified terms, and fully charged-off a $413
thousand nonperforming commercial loan TDR.

The composition of our nonperforming loans at June 30, 2021 is further described below:



Nonaccrual Loans:

? Two construction and land loans

? 45 residential first lien loans, one with a fair value of $54 thousand in the

process of foreclosure

? 35 residential junior lien loans

? Two commercial real estate owner-occupied loans

? Ten commercial real estate non-owner occupied loans, (including six that were

placed on nonaccrual in the second quarter 2021)

? Five commercial loans, representing three lending relationships

Accruing Troubled Debt Restructured Loans:

? Four residential real estate loans




? One commercial loan


Nonperforming Assets

Nonperforming assets ("NPAs") consist of NPLs and other real estate owned
("OREO").  Our NPAs were $16.8 million, or 0.65% of total assets, at June 30,
2021 compared to $20.2 million, or 0.79% of total assets, at December 31, 2020.
The $3.4 million decrease in NPAs since December 31, 2020 was primarily the
result of the $3.2 million decrease in NPLs. NPAs represented 0.87% of total
loans and OREO at June 30, 2021.

Other Real Estate Owned



Real estate we acquire as a result of foreclosure is classified as OREO. When a
property is acquired as a result of foreclosure, it is recorded at fair value
less the anticipated cost to sell at the date of foreclosure. If there is a
subsequent change in the value of OREO, we record a valuation allowance to
adjust the carrying value of the real estate to its current fair value less
estimated disposal costs. Costs relating to holding such real estate are
expensed in the current period while costs relating to improving such real
estate are capitalized up to the property's net realizable value until a
saleable condition is reached. Costs in excess of the property's net realizable
value would be expensed in the current period.

Our OREO totaled $629 thousand at June 30, 2021, a $114 thousand decrease from
$743 thousand at December 31, 2020. There was no valuation expense included in
noninterest expense during the first six months of 2021. For the same period of
2020, there was $257 thousand attributable to net increases in valuation
allowances as the then current appraised value of OREO properties, less
estimated cost to sell, was insufficient to cover the recorded OREO amount. In
addition, we sold one parcel of land with a carrying balance of $144 thousand in
the first six months of 2021, recording a $25 thousand loss on the sale. There
were no additions to OREO during the first six months of 2021.

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OREO at June 30, 2021 consisted of:

? Several parcels of unimproved land

? Two residential 1-4 family properties

Allowance for Loan and Lease Losses


Our allowance for loan and lease losses (the "allowance") at June 30, 2021 was
$18.3 million, a decrease of $874 thousand from $19.2 million at December 31,
2020. Net charge-offs of $1.9 million in the first six months of 2021 were
partially offset by the provision for credit losses of $1.0 million in the first
six months of 2021. Net charge-offs represented 0.20% of average loans
(annualized); this compares to net charge-offs of $490 thousand, or 0.05% of
average loans (annualized) in the first six months of 2020.  Included in the
first six months of 2021 net charge-offs was $677 attributable to one loan
relationship where we had established an $894 thousand specific allocation of
the allowance as of December 31, 2020. There were no specific allocations of the
allowance at June 30, 2021.

Because the Company is a smaller reporting company under SEC rules, the
allowance was determined under the incurred loss model. The $18.3 million
allowance at June 30, 2021 represented 0.94% of total loans, 1.02% of portfolio
loans, and 112.8% of NPLs. By comparison, the $19.2 million allowance at
December 31, 2020 represented 1.03% of total loans, 1.13% of portfolio loans,
and 98.6% of NPLs.

The following table sets forth activity in our allowance for loan and lease losses for the periods indicated:




                                                 Six Months Ended         Year Ended
(in thousands)                                     June 30, 2021       December 31, 2020
Balance at beginning of year                     $          19,162    $            10,401
Charge-offs:
Real estate
Residential first lien loans                                 (560)                   (43)
Residential junior lien loans                                 (45)                   (41)

Commercial owner occupied loans                                (1)         

(44)


Commercial non-owner occupied loans                              -         

(37)


Commercial loans and leases                                (1,388)         

        (698)
Consumer loans                                               (113)                  (187)
Total charge-offs                                          (2,107)                (1,050)
Recoveries:
Real estate

Residential first lien loans                                   129                     25
Residential junior lien loans                                   10                     75
Commercial owner occupied loans                                  8                      -
Commercial non-owner occupied loans                             15                      2
Commercial loans and leases                                     67         

          182
Consumer loans                                                   4                      2
Total recoveries                                               233                    286
Net charge-offs                                            (1,874)                  (764)

Provision for credit losses (1)                              1,000         

9,525


Balance at end of period                         $          18,288    $    

19,162


Allowance as a % of total loans and leases                    0.94 %                 1.03 %
Allowance as a % of portfolio loans (2)                       1.02         

1.13


Allowance as a % of nonperforming loans                     112.76         

98.62


Net charge-offs to average total loans and
leases                                                        0.20         

0.04


Provision for credit losses to average total
loans and leases                                              0.11                   0.51



(1) Portion attributable to loan and lease losses




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(2) Denotes a non-GAAP measure - refer to the section "Use of Non-GAAP Financial

Measures and Related Reconciliations" for additional detail

COVID-19 and Our Evaluation of the Allowance



The June 30, 2021 allowance includes our quarterly reassessment of the impact of
COVID-19 on the national and local economies and the impact on various
categories of our loan portfolio. Management's methodology for the evaluation of
COVID-19's impact on the allowance, which is essentially unchanged since June
30, 2020, identified the following qualitative factors for further review:

changes in international, national, regional, and local economic and business

? conditions and developments that affect the collectability of the portfolio,

including the condition of various market segments;

? the existence and effect of any concentrations of credit, and changes in the

level of such concentrations;

? changes in the value of underlying collateral for collateral-dependent loans;

and

? changes in the volume and severity of past due, nonaccrual, and adversely

classified loans.




While our allowance of $18.3 million at June 30, 2021 was down $874 thousand
from December 31, 2020, it increased by $7.9 million from December 31, 2019, the
last balance sheet date before the COVID-19 pandemic began, with cumulative
provisions for credit losses attributable to the allowance of $10.5 million from
December 31, 2019 to June 30, 2021, partially offset by cumulative net
charge-offs of $2.6 million during the same period. The allowance as a
percentage of total loans increased from a pre-COVID level of 0.60% at December
31, 2019 to 1.03% of total loans and 1.13% of portfolio loans at December 31,
2020 before decreasing to 0.94% of total loans and 1.02% of portfolio loans at
June 30, 2021. The $7.9 million increase in the ALLL from the pre-COVID level at
December 31, 2019 to June 30, 2021 was primarily attributable to the qualitative
factors noted above and portfolio loan growth, partially offset by the impact of
lower historical loss rates.

Our evaluation of the existence and effect of any concentrations of credit, and
changes in the level of such concentrations, has focused on the identification
of our exposure to industry segments that may potentially be the most highly
impacted by COVID-19. The following table identifies those industry segments
within our loan portfolio that we believe may potentially be most highly
impacted by COVID-19. All balances are as of June 30, 2021; note that the column
"Initial SBA PPP Loan Relief" presents the total balance of PPP loans received
by our borrowers in each of the identified loan segments since the inception of
the program. The potentially highly impacted loan segments total $338.9 million,
or 17.4% of total loans, at June 30, 2021. However, the table presents each of
these loan segments as a percentage of portfolio loans, which we believe is a
more meaningful measure of our potentially highly impacted loan concentration.
The definition of our potentially highly impacted ("PHI") loan segments has
remained unchanged throughout the pandemic.




                                                    As % of     Total Credit       As % of        Balance      As % of      Initial SBA     As % of
(in millions)                            Loan      Portfolio      Exposure       Total Credit       with         Loan         PPP Loan        Loan
           Loan Category               Balance     Loans (1)         (2)           Exposure      Deferrals     Category        Relief       Category
CRE - retail                           $  100.9          5.7 %  $       102.7             4.4 %  $      7.8         7.7 %  $           -           -
Hotels                                     61.4          3.4 %           71.8             3.1 %         5.5         9.0 %            3.9         6.3 %
CRE - residential rental                   31.4          1.7 %           31.4             1.4 %           -           -                -           -
Nursing and residential care               39.9          2.2 %           44.5             1.9 %           -           -              2.8         7.0 %
Retail trade                               36.9          2.1 %           60.5             2.6 %           -           -             17.6        47.7 %
Restaurants and caterers                   23.7          1.3 %           27.9             1.2 %           -           -             30.1       126.8 %

Religious and similar organizations 29.5 1.6 % 31.1

             1.3 %           -           -              7.6        25.8 %
Arts, entertainment, and recreation        15.2          0.8 %           16.3             0.7 %         2.3        15.1 %            6.0        39.4 %
Total - selected categories            $  338.9         18.8 %  $       386.2            16.6 %  $     15.6         4.6 %  $        68.0        20.1 %



(1) A non-GAAP financial measure - refer to the section "Use of Non-GAAP

Financial Measures and Related Reconciliation" for additional detail

(2) Includes unused lines of credit, unfunded commitments, and letters of credit




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The PHI breakdown, by loan portfolio segment, at June 30, 2021 is as follows:


(in millions)                                                               As % of     As % of
                                                 Loan        As % of       Portfolio   Total PHI
          Loan Portfolio Segment               Balance     Total Loans     Loans (1)     Loans
Commercial real estate - non-owner occupied    $  199.7           10.3 %        11.0 %      58.8 %
Commercial real estate - owner occupied            67.0            3.4 %   

     3.7 %      19.8 %
Construction and land                              35.2            1.8 %         2.0 %      10.4 %
Commercial loans and leases                        35.1            1.8 %         2.0 %      10.4 %
Other                                               1.9            0.1 %         0.1 %       0.6 %
Total                                          $  338.9           17.4 %        18.8 %     100.0 %




We will continue to closely monitor portfolio conditions and reevaluate the
adequacy of the allowance.  While our ongoing active management of the
portfolio, government fiscal stimulus, COVID-19 related payment deferrals, and
PPP loan assistance have reduced the short-term risk in our loan portfolio and
traditional lagging indicators of delinquencies and nonperforming loans remain
historically modest, we believe there still is the potential for additional risk
rating downgrades and an increase in charge-offs in future periods.

Credit Risk Management and Allowance Methodology



We provide for loan and lease losses (hereinafter referred to as "loan losses")
based upon the consistent application of our documented allowance methodology.
All loan losses are charged to the allowance and all recoveries are credited to
it. Additions to the allowance are provided by charges to income based on
various factors that, in our judgment, deserve current recognition in estimating
probable losses. We regularly review the loan portfolio and make provisions for
credit losses in order to maintain the allowance in accordance with GAAP.

In accordance with accounting guidance for business combinations, there was no
allowance brought forward on any acquired loans in our acquisitions. For
acquired performing loans, credit discounts representing the principal losses
expected over the life of the loan are a component of the initial fair value and
the discount is accreted to interest income over the life of the loan.
Subsequent to the purchase date, the method used to evaluate the sufficiency of
the credit discount is similar to originated loans, and if necessary, additional
reserves are recognized in the allowance.

We recorded acquired credit impaired loans in our acquisitions net of purchase
accounting adjustments. Subsequent to the acquisition date, we continue to
monitor cash flows on a quarterly basis, to determine the performance of each
acquired credit impaired loan in comparison to our initial performance
expectations. Subsequent decreases in the present value of expected cash flows
will be recorded as an increase in the allowance through a provision for credit
losses. Subsequent significant increases in cash flows result in a reversal of
the provision for credit losses to the extent of prior provisions or a
reclassification of amount from non-accretable difference to accretable yield,
with a positive impact on the accretion of interest income in future periods.

The allowance consists of two components - specific and general allowances:

Specific allowances may be established for loans classified as Substandard or

Doubtful. For loans classified as impaired, the allowance is established when

the net realizable value (collateral value less costs to sell) of the impaired

loan is lower than the carrying amount of the loan. The amount of impairment 1) provided for as a specific allowance is represented by the deficiency, if any,

between the underlying collateral value and the carrying value of the loan.

Impaired loans for which the estimated fair value of the loan, or the loan's

observable market price or the fair value of the underlying collateral, if the

loan is collateral dependent, exceeds the carrying value of the loan are not


   considered in establishing specific allowances; and


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General allowances established for loan losses on a portfolio basis for loans

that do not meet the definition of impaired loans. The portfolio is grouped

into similar risk characteristics, primarily loan type and regulatory

classification. We apply an estimated loss rate to each loan group. The loss 2) rates applied are based upon our loss experience adjusted, as appropriate, for

the qualitative factors discussed below. This evaluation is inherently

subjective, as it requires material estimates that may be susceptible to

significant revisions based upon changes in economic and real estate market

conditions.


The allowance is maintained at a level to provide for loan losses that are
probable and can be reasonably estimated. Our periodic evaluation of the
adequacy of the allowance is based on past credit loss experience, known and
inherent losses in the portfolio, adverse situations that may affect the
borrower's ability to repay, the estimated value of any underlying collateral,
composition of the loan portfolio, current economic conditions and other
relevant factors. This evaluation is inherently subjective as it requires
material estimates that may be susceptible to significant change, including the
amounts and timing of future cash flows expected to be received on impaired
loans.

A loan is considered past due or delinquent when a contractual payment is not
paid on the day it is due. A loan is considered impaired when, based on current
information and events, it is probable that we 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. We determine 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. The impairment of a loan may be measured based on
the present value of expected future cash flows discounted at the loan's
effective interest rate, or the fair value of the collateral if repayment is
expected to be provided by the collateral. Generally, our impairment on such
loans is measured by reference to the fair value of the collateral. Interest
income on impaired loans is recognized on the cash basis.

Our loan policies state that after all collection efforts have been exhausted,
and the loan is deemed to be a loss, then the remaining loan balance will be
charged off against the allowance. All loans are evaluated for loss potential
once it has been determined by our Watch Committee that the likelihood of
repayment is in doubt. When a loan is past due for at least 90 days or a
deterioration in debt service coverage ratio, guarantor liquidity, or
loan-to-value ratio has occurred that would cause concern regarding the
likelihood of the full repayment of principal and interest, and the loan is
deemed not to be well secured, the loan is moved to nonaccrual status and a
specific reserve is established if the net realizable value is less than the
principal value of the loan balance(s). Once the actual loss value has been
determined, this amount is charged off against the allowance. Each loss is
evaluated on its specific facts regarding the appropriate timing to recognize
the loss.

The adjustments to historical loss experience are based on our evaluation of several qualitative factors, including:

? changes in lending policies, procedures, and practices;

changes in international, national, state and local economic and business

? conditions and developments that affect the collectability of the portfolio,

including the condition of various market segments;

? changes in the nature and volume of the loan portfolio;

? changes in the experience, ability and depth of the lending staff;

? changes in the volume and severity of past due, nonaccrual, and adversely

classified loans;

? changes in the quality of our loan review system;

? changes in the value of underlying collateral for collateral-dependent loans;

? the existence of any concentrations of credit, and changes in the level of such

concentrations;

? the effect of other external factors such as competition and legal and

regulatory requirements; and

? any other factors that management considers relevant to the quality or

performance of the loan portfolio.




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We evaluate the allowance based upon the combined total of the specific and
general components. Generally when the loan portfolio increases, absent other
factors, the allowance methodology results in a higher dollar amount of
estimated probable losses than would be the case without the increase. Generally
when the loan portfolio decreases, absent other factors, the allowance
methodology results in a lower dollar amount of estimated probable losses than
would be the case without the decrease.

Commercial and commercial real estate loans generally have greater credit risks
compared to the one- to four-family residential mortgage loans in our loan
portfolio, as they typically involve larger loan balances concentrated with
single borrowers or groups of related borrowers. In addition, the payment
experience on loans secured by income-producing properties typically depends on
the successful operation of the related business and thus may be subject to a
greater extent to adverse conditions in the real estate market and in the
general economy. Actual loan and lease losses may be significantly more than the
allowance we have established, which could have a material negative effect on
our financial results.

Generally, we underwrite commercial loans based on cash flow and business
history and receive personal guarantees from the borrowers where appropriate. We
generally underwrite commercial real estate loans and residential real estate
loans at a loan-to-value ratio of 85% or less at origination. In the event that
a loan becomes significantly past due, we will conduct visual inspections of
collateral properties and/or review publicly available information, such as
online databases, to ascertain property values. We will also obtain formal
appraisals on a regular basis even if we are not considering liquidation of the
property to repay a loan. It is our practice to obtain updated appraisals if
there is a material change in market conditions or if we become aware of new or
additional facts that indicate a potential material reduction in the value of
any individual property collateral.

For impaired loans, we utilize the appraised value or present value of expected
cash flows in determining the appropriate specific allowance attributable to the
loan. In addition, changes in the appraised value of multiple properties
securing our loans may result in an increase or decrease in our general
allowance as an adjustment to our historical loss experience due to qualitative
and environmental factors, as described above.

Nonperforming loans are evaluated at the time the loan is identified as
impaired, on a case by case basis, and reported at the lower of cost or net
realizable value. Net realizable value is measured based on the value of the
collateral securing the loan, less estimated costs to sell. The value of real
estate collateral is determined based on an appraisal by qualified licensed
appraisers hired by us. Appraised values may be discounted based on management's
historical experience, changes in market conditions from the time of valuation,
and/or management's expertise and knowledge of the client and client's business.
The difference between the appraised value and the principal balance of the loan
will determine the specific allowance valuation required for the loan, if any.
Nonperforming loans are reviewed and evaluated on at least a quarterly basis for
additional impairment and adjusted accordingly.

We evaluate the loan portfolio on at least a quarterly basis, more frequently if
conditions warrant, and the allowance is adjusted accordingly. While we use the
best information available to make evaluations, future adjustments to the
allowance may be necessary if conditions differ substantially from the
information used in making the evaluations. In addition, as an integral part of
their examination process, the Maryland Office of the Commissioner of Financial
Regulation ("the Commissioner") and the FDIC will periodically review the
allowance. The Commissioner and the FDIC may require us to recognize additions
to the allowance based on their analysis of information available to them at the
time of their examination.

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Allocation of Allowance for Loan and Lease Losses



The following table sets forth the allocation of the allowance by loan category
and the allowance within each category as a percent of loans in each category at
the dates indicated.  The allowance allocated to each category is not
necessarily indicative of future losses in any particular category and does not
restrict the use of the allowance to absorb losses in other categories. Loans
funded through the PPP program are fully guaranteed by the U.S. government and
we anticipate that the majority of these loans will ultimately be forgiven by
the SBA in accordance with the terms of the program. Therefore, no allowance is
attributable to this loan portfolio segment.




                                               June 30, 2021          December 31, 2020
                                                       Allowance                Allowance
(in thousands)                              Amount       Ratio       Amount       Ratio
Real estate loans:
Construction and land loans                $  1,102         0.93 %  $  1,349         1.16 %
Residential first lien loans                  2,533         0.62       2,309         0.61
Residential junior lien loans                   476         0.86         832         1.39
Commercial owner occupied loans               2,047         0.81       2,207         0.88
Commercial non-owner occupied loans           7,614         1.46       7,156         1.46
Total real estate loans                      13,772         1.02      13,853         1.07
Commercial loans and leases                   3,218         0.90       4,131         1.24
Consumer loans                                1,298         1.52       1,178         1.84
Total portfolio loans (1)                    18,288         1.02      19,162         1.13

Paycheck Protection Program (PPP) loans           -            -          

-            -
Total loans and leases                     $ 18,288         0.94 %  $ 19,162         1.03 %



(1) Denotes a non-GAAP measure - refer to the section "Use of Non-GAAP Financial

Measures and Related Reconciliations" for additional detail

Liquidity and Capital Resources


Liquidity is the ability to meet current and future financial obligations. Our
primary sources of funds consist of deposit inflows, loan repayments, advances
from the FHLB, and the sale of securities available for sale. While maturities
and scheduled amortization of loans and securities are predictable sources of
funds, deposit flows and loan prepayments are greatly influenced by general
interest rates, economic conditions and competition. Our management
Asset/Liability Committee ("ALCO") is responsible for establishing and
monitoring our liquidity targets and strategies in order to ensure that
sufficient liquidity exists for meeting the borrowing needs and deposit
withdrawals of our customers as well as unanticipated contingencies. We believe
that we have enough sources of liquidity to satisfy our short- and long-term
liquidity needs as of June 30, 2021 and December 31, 2020.

We regularly monitor and adjust our investments in liquid assets based upon our assessment of:



? Expected loan demand


? Expected deposit flows and borrowing maturities

? Yields available on interest-bearing deposits with banks and securities

? The objectives of our asset/liability management program




The most liquid of all assets are cash and cash equivalents. The level of these
assets is dependent on our operating, financing, lending and investing
activities during any given period. At June 30, 2021 and December 31, 2020, cash
and cash equivalents totaled $72.4 million and $74.6 million, respectively. Our
excess liquid assets were invested in interest-bearing deposits in banks
(primarily the Federal Reserve Bank of Richmond).

Our cash flows are derived from operating activities, investing activities and
financing activities as reported in our statements of cash flows included in our
unaudited Condensed Consolidated Financial Statements.

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Our total commitments to extend credit and available credit lines are discussed
in the "Commitments and Off-Balance Sheet Arrangements" section of this MD&A,
including a table presenting our comparative exposure at June 30, 2021 and
December 31, 2020.

CDs maturing within one year at June 30, 2021 totaled $401.0 million, or 95.7%
of total CDs and 19.8% of total deposits; by comparison, CDs maturing within one
year at December 31, 2020 totaled $416.1 million, or 85.9% of total CDs and
21.1% of total deposits.  If we do not retain these deposits, we may be required
to seek other sources of funds, including loan and securities sales and FHLB
advances.  Based on current market conditions, approximately 24% of our $120.4
million in customer CDs with maturities of one year or less are at significantly
higher rates than current market rates for both customer CDs and other funding
sources. As a result, we do not expect to retain some portion of our customer
CDs with maturities of one year or less as of June 30, 2021.

Our primary investing activity is originating loans.  During the six months
ended June 30, 2021 and June 30, 2020, cash used to fund net loan growth was
$77.5 million and $153.1 million, respectively.  Portfolio loans accounted for
$101.5 million of the net loan growth while PPP loans declined by $25.0 million
in the first six months of 2021.  During the first six months of 2021, we
purchased $54.6 million of securities to substantially offset $55.8 million of
securities maturities / calls / paydowns. In the first six months of 2020, we
purchased $179.7 million of securities which were partially offset $130.8
million of securities maturities / calls / paydowns.

Financing activities consist primarily of activity in deposit accounts and FHLB
advances. We experienced a net increase in cash provided from deposits during
the first six months of 2021 and 2020 of $50.1 million and $116.3 million,
respectively.  Deposit flows are affected by the overall level of interest
rates, the interest rates and products offered by us and our local competitors,
and by other factors, including the pandemic which caused significant growth in
deposit balances held by both households and businesses.

Liquidity management is both a daily and long-term function of business
management.  If we require funds beyond our ability to generate them internally,
borrowing agreements exist with the FHLB, which can provide an additional source
of funds.  FHLB advances increased to $205.0 million at June 30, 2021 compared
to $200.0 million at December 31, 2020. At June 30, 2021, we had an available
line of credit for $656.3 million at the FHLB, with borrowings limited to a
total of $485.0 million based on pledged collateral. At December 31, 2020, we
had an available line of credit for $639.7 million at the FHLB, with borrowings
limited to a total of $475.0 million based on pledged collateral. Additionally,
we participated in and continue to have access to borrowing availability under
the FRB's PPP Lending Facility ("PPPLF"). At June 30, 2021 and December 31, 2020
we had no outstanding PPPLF advances.

The Bank is subject to various regulatory capital requirements, including a
risk-based capital measure. The risk-based capital guidelines include both a
definition of capital and a framework for calculating risk-weighted assets by
assigning balance sheet assets and off-balance sheet items to broad risk
categories. At June 30, 2021 and December 31, 2020, we exceeded all regulatory
capital requirements and are considered "well capitalized" under regulatory
guidelines.

Commitments and Off-Balance Sheet Arrangements



We are party to financial instruments with off-balance sheet risk in the normal
course of business to meet the financial needs of our customers. These financial
instruments are limited to commitments to originate loans and involve, to
varying degrees, elements of credit, interest rate, and liquidity risk. We do
not believe these represent unusual risks, and management does not anticipate
any losses that would have a material effect on us.

Outstanding loan commitments and lines of credit at the dates indicated were as
follows:


(in thousands)                                                   June 30, 2021     December 31, 2020
Unfunded loan commitments                                       $       145,428   $           147,603
Unused lines of credit                                                  424,356               407,722
Letters of credit                                                        14,018                14,707
Total commitments to extend credit and available credit lines   $       583,802   $           570,032




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Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. We generally
require collateral to support financial instruments with credit risk on the same
basis as we do for balance sheet instruments. We generally base the collateral
required on the credit evaluation of the counterparty. Commitments generally
have interest rates at current market rates, expiration dates or other
termination clauses and may require payment of a fee. Available credit lines
represent the unused portion of lines of credit previously extended and
available to the customer so long as there is no violation of any contractual
condition. These lines generally have variable interest rates. Since we expect
many of the commitments to expire without being drawn upon, and since it is
unlikely that all customers will draw upon their lines of credit in full at any
one time, the total commitment amount or line of credit amount does not
necessarily represent future cash requirements. We evaluate each customer's
credit-worthiness on a case-by-case basis. Standby letters of credit are
conditional commitments issued to guarantee the performance of a customer to a
third party.

The credit risk involved in these financial instruments is essentially the same
as that involved in extending loan facilities to customers. Our reserve for
potential credit losses related to these commitments, recorded in other
liabilities on the unaudited Condensed Consolidated Balance Sheets, was $320
thousand at both June 30, 2021 and December 31, 2020.

Impact of Inflation and Changing Prices


Our financial statements and related notes have been prepared in accordance with
GAAP. GAAP generally requires the measurement of financial position and
operating results in terms of historical dollars without consideration of
changes in the relative purchasing power of money over time due to inflation.
The impact of inflation is reflected in the increased cost of our operations.
Unlike industrial companies, our assets and liabilities are primarily monetary
in nature. As a result, changes in market interest rates have a greater impact
on performance than the effects of inflation.

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