You should read the following discussion and analysis in conjunction with the
unaudited consolidated interim financial statements contained in Part I, Item 1
of this Quarterly Report on Form 10-Q and the audited consolidated financial
statements and the related notes and the discussion under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for the year ended December 31, 2021 included in Meridian
Corporation's Annual Report on Form 10-K filed with the Securities and Exchange
Commission (the "SEC").

Cautionary Statement Regarding Forward-Looking Statements

Meridian Corporation may from time to time make written or oral "forward-looking
statements" within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
include statements with respect to Meridian Corporation's strategies, goals,
beliefs, expectations, estimates, intentions, capital raising efforts, financial
condition and results of operations, future performance and business. Statements
preceded by, followed by, or that include the words "may," "could," "should,"
"pro forma," "looking forward," "would," "believe," "expect," "anticipate,"
"estimate," "intend," "plan," or similar expressions generally indicate a
forward-looking statement. These forward-looking statements involve risks and
uncertainties that are subject to change based on various important factors
(some of which, in whole or in part, are beyond Meridian Corporation's control).
Numerous competitive, economic, regulatory, legal and technological factors,
risks and uncertainties that could cause actual results to differ materially
include, without limitation: the impact of the COVID-19 pandemic and government
responses thereto; on the U.S. economy, including the markets in which we
operate; actions that we and our customers take in response to these factors and
the effects such actions have on our operations, products, services and customer
relationships; and the risk that the Small Business Administration may not fund
some or all PPP loan guaranties; increased competitive pressures; changes in the
interest rate environment; changes in

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general economic conditions and conditions within the securities markets;
legislative and regulatory changes; geopolitical tensions; and the effects of
inflation, a potential recession, among others, could cause Meridian
Corporation's financial performance to differ materially from the goals, plans,
objectives, intentions and expectations expressed in such forward-looking
statements. Meridian Corporation cautions that the foregoing factors are not
exclusive, and neither such factors nor any such forward-looking statement takes
into account the impact of any future events. All forward-looking statements and
information set forth herein are based on management's current beliefs and
assumptions as of the date hereof and speak only as of the date they are made.
For a more complete discussion of the assumptions, risks and uncertainties
related to our business, you are encouraged to review Meridian Corporation's
filings with the Securities and Exchange Commission, including our Annual Report
on Form 10-K for the year ended December 31, 2021 and subsequently filed
quarterly reports on Form 10-Q and current reports on Form 8-K that update or
provide information in addition to the information included in the Form 10-K and
Form 10-Q filings, if any. Meridian Corporation does not undertake to update any
forward-looking statement whether written or oral, that may be made from time to
time by Meridian Corporation or by or on behalf of Meridian Bank.

Critical Accounting Policies and Estimates



Our critical accounting policies are described in detail in the "Critical
Accounting Policies" section within Item 7 of our 2021 Annual Form Form 10-K.
The SEC defines "critical accounting policies" as those that require application
of management's most difficult, subjective or complex judgments, often as a
result of the need to make estimates about the effect of matters that are
inherently uncertain and may change in future periods. There have been no
material changes in these policies during the nine months ended September 30,
2022.


Executive Overview

The following items highlight the Corporation's changes in its financial
condition as of September 30, 2022 compared to December 31, 2021 and the results
of operations for the three and nine months ended September 30, 2022 compared to
the same periods in 2021. More detailed information related to these highlights
can be found in the sections that follow.

Changes in Financial Condition - September 30, 2022 Compared to December 31, 2021



•Total assets increased $208.5 million, or 12.2%, to $1.92 billion as of
September 30, 2022.
•Portfolio loans, excluding PPP loans, increased $299.9 million, or 23.1%, to
$1.60 billion as of September 30, 2022, which is 30.9% on an annualized basis.
•Mortgage loans held for sale decreased $47.1 million, or 58.2%, to $33.8
million at September 30, 2022.

•PPP loans decreased to $8.8 million as of September 30, 2022 which is a
decrease of $81.4 million, or 90.2%, since December 31, 2021.
•During the quarter-ended March 31, 2022, $27.7 million of municipal securities
previously classified as available-for-sale on the balance sheet, were
transferred to the held-to-maturity portfolio.
•Total deposits increased $227.1 million or 15.7% to $1.67 billion at September
30, 2022.
•The Corporation returned $19.0 million of capital to Meridian shareholders
during the nine months ended September 30, 2022 through dividends, including a
$1.00 special dividend, $0.20 quarterly dividends, and also purchased $9.2
million or 295 thousand shares of treasury stock.

Three Month Results of Operations - September 30, 2022 Compared to the Same Period in 2021



•Consolidated net income was $5.8 million, or $0.96 per diluted share, down $3.6
million, or 38.6%, driven by a decline in non-interest income, partially offset
by continued strong margin and lower operating expenses.
•The return on average assets and return on average equity was 1.23% and 14.59%,
respectively, for the third quarter 2022, compared to 2.15% and 24.07%,
respectively, for the third quarter 2021.
•Net interest margin increased to 4.01% from 3.83% due to higher yield on
earning assets in this rising rate environment.
•Provision for loan losses decreased $71 thousand as a result of lower levels of
specific reserves and improvements in certain qualitative factors, largely
offset by increased provisioning for loan growth.
•Non-interest income decreased $11.9 million, or 53.8%, to $10.2 million driven
by a $11.4 million decrease in mortgage banking income and a $1.7 million
decrease in SBA loan income.
•Non-interest expense decreased $5.2 million, or 20.5%, to $20.3 million due to
a $6.1 million decrease in salaries and employee benefits.
•On October 27, 2022, the Board of Directors declared a quarterly cash dividend
of $0.20 per common share payable November 21, 2022 to shareholders of record as
of November 14, 2022.

Nine Month Results of Operations - September 30, 2022 Compared to the Same Period in 2021



•Consolidated net income was $17.3 million, or $2.80 per diluted share, down
$10.6 million, or 38.0%, driven by a lower level of non-interest income from
mortgage banking activity, partially offset by continued strong margin and lower
operating expenses.
•The return on average assets and return on average equity were 1.28% and
14.49%, respectively, for the nine months ended September 30, 2022, compared to
2.17% and 25.43%, respectively, for the nine months ended September 30, 2021.
•Net interest margin increased to 3.99% from 3.75% due to higher yield on
earning assets in this rising rate environment along with $286 thousand in
one-time loan fees.
•Provision for loan losses increased $451 thousand, or 34.9%, due to loan
growth, partially offset by decreases in specific reserves.
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•Non-interest income decreased $37.2 million, or 52.4%, to $33.7 million driven
by a $40.9 million decrease in mortgage banking income and a $2.5 million
decline in the fair value on loans held-for-investment, partially offset by an
increase of $4.8 million in the fair value of derivatives and loans
held-for-sale and a $2.5 million increase in net gains on hedging activity
related to mortgage banking activity.
•Non-interest expense decreased $18.6 million, or 23.2% to $61.4 million as the
result of a $20.2 million decrease in salaries and employee benefits tied to a
decrease in variable compensation in our mortgage segment.

Key Performance Ratios



The following table presents key financial performance ratios for the periods
indicated:

                                                  Three months ended                      Nine months ended
                                                     September 30,                          September 30,
                                                2022                2021               2022                2021
Return on average assets, annualized             1.23   %            2.15  %             1.28  %            2.17  %
Return on average equity, annualized            14.59   %           24.07  %            14.49  %           25.43  %
Net interest margin (tax effected yield),
annualized                                       4.01   %            3.83  %             3.99  %            3.75  %
Basic earnings per share                   $     0.99           $    1.56          $     2.90          $    4.62
Diluted earnings per share                 $     0.96           $    1.52          $     2.80          $    4.49


The following table presents certain key period-end balances and ratios at the
dates indicated:

                                                                    September 30,         December 31,
(dollars in thousands, except per share amounts)                        2022                  2021
Book value per common share                                        $      25.86          $     27.07
Tangible book value per common share (1)                           $      

25.16 $ 26.37 Allowance as a percentage of loans and leases held for investment 1.18 %

              1.35  %

Allowance as a percentage of loans and leases held for investment (excl. loans at fair value and PPP loans) (1)

                              1.20  %              1.46  %
Tier I capital to risk weighted assets                                     9.28  %             10.83  %
Tangible common equity to tangible assets ratio (1)                        7.67  %              9.42  %
Loans, net of fees and costs                                       $  1,610,349          $ 1,386,457
Total assets                                                       $  1,921,924          $ 1,713,443
Total stockholders' equity                                         $    151,161          $   165,360

(1) Non-GAAP financial measure. See "Non-GAAP Financial Measures" below for Non-GAAP to GAAP reconciliation.

Components of Net Income

Net income is comprised of five major elements:

•Net Interest Income, or the difference between the interest income earned on loans, leases and investments and the interest expense paid on deposits and borrowed funds;

•Provision For Loan and Lease Losses, or the amount added to the Allowance to provide for estimated inherent losses on portfolio loans and leases;



•Non-interest Income, which is made up primarily of mortgage banking income,
wealth management income, SBA loan sale income, fair value adjustments, gains
and losses from the sale of loans, gains and losses from the sale of investment
securities available for sale and other fees from loan and deposit services;

•Non-interest Expense, which consists primarily of salaries and employee benefits, occupancy, professional fees, advertising & promotion, data processing, information technology, loan expenses, and other operating expenses; and

•Income Taxes, which include state and federal jurisdictions.

NET INTEREST INCOME



Net interest income is an integral source of the Corporation's revenue. The
tables below present a summary for the three and nine months ended September 30,
2022 and 2021, of the Corporation's average balances and yields earned on its
interest-earning assets and the rates paid on its interest-bearing liabilities.
The net interest margin is the net interest income as a percentage of average
interest-earning assets. The net interest spread is the difference between the
weighted average yield on interest-earning assets and the weighted average cost
of interest-bearing liabilities. The difference between the net interest margin
and the net interest spread is the result of net free funding sources such as
non-interest bearing deposits and stockholders' equity.

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Analyses of Interest Rates and Interest Differential

The tables below present the major asset and liability categories on an average daily balance basis for the periods presented, along with interest income, interest expense and key rates and yields on a tax equivalent basis.

For the Three Months Ended September 30,


                                                          2022                                                               2021                                                           Change
                                                          Interest                                                           Interest                                                     Interest
                                                           Income/                                                            Income/                                  Average             Income/
(dollars in thousands)          Average Balance            Expense          Yields/ Rates          Average Balance            Expense          Yields/ Rates           Balance             Expense          Yields/ Rates
Assets:
Due from banks                $         15,678          $       92                 2.33  %       $         40,249          $       16                 0.16  %       $  (24,571)         $       76                 2.17  %
Federal funds sold                         219                   1                 1.81                    23,013                   1                 0.02             (22,794)                  -                 1.79
Investment securities -
taxable (1)                            107,929                 648                 2.38                    79,785                 357                 1.78              28,144                 291                 0.60
Investment securities - tax
exempt (1)                              63,711                 451                 2.81                    67,250                 377                 2.22              (3,539)                 74                 0.59
Loans held for sale                     37,857                 479                 5.02                   110,905                 824                 2.97             (73,048)               (345)                2.05
Loans held for investment (1)        1,565,861              21,371                 5.41                 1,370,439              16,804                 4.84             195,422               4,567                 0.57
Total loans                          1,603,718              21,850                 5.41                 1,481,344              17,628                 4.72             122,374               4,222                 0.69
Total interest-earning assets        1,791,255              23,042                 5.10  %              1,691,641              18,379                 4.31  %           99,614               4,663                 0.79  %
Noninterest earning assets              76,939                                                             48,207                                                       28,732
Total assets                  $      1,868,194                                                   $      1,739,848                                                   $  128,346
Liabilities and stockholders' equity:
Interest-bearing demand
deposits                      $        221,402          $      798                 1.43  %       $        270,518          $      201                 0.29  %       $  (49,116)         $      597                 1.14  %
Money market and savings
deposits                               718,744               2,075                 1.15                   647,093                 853                 0.52              71,651               1,222                 0.63
Time deposits                          361,527               1,202                 1.32                   237,080                 273                 0.46             124,447                 929                 0.86
Total deposits                       1,301,673               4,075                 1.24                 1,154,691               1,327                 0.46             146,982               2,748                 0.78
Borrowings                              41,313                 266                 2.55                   111,075                 126                 0.45             (69,762)                140                 2.10
Subordinated debentures                 40,578                 591                 5.78                    40,740                 596                 5.85                (162)                 (5)               (0.07)
Total interest-bearing
liabilities                          1,383,564               4,932                 1.41                 1,306,506               2,049                 0.62              77,058               2,883                 0.79
Noninterest-bearing deposits           295,975                                                            254,843                                                       41,132
Other noninterest-bearing
liabilities                             31,041                                                             22,919                                                        8,122
Total liabilities                    1,710,580                                                          1,584,268                                                      126,312
Total stockholders' equity             157,614                                                            155,580                                                        2,034
Total stockholders' equity
and liabilities               $      1,868,194                                                   $      1,739,848                                                   $  128,346
Net interest income and spread (1)                      $   18,110                 3.69                                    $   16,330                 3.69                              $    1,780                    -
Net interest margin (1)                                                            4.01  %                                                            3.83  %                                                      0.18  %



(1)Yields and net interest income are reflected on a tax-equivalent basis.


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For the Nine Months Ended September 30,


                                                          2022                                                               2021                                                          Change
                                                          Interest                                                           Interest                                                    Interest
                                                           Income/                                                            Income/                                 Average             Income/
(dollars in thousands)          Average Balance            Expense          Yields/ Rates          Average Balance            Expense          Yields/ Rates          Balance             Expense          Yields/ Rates
Assets:
Due from banks                $         23,612          $      153                 0.87  %       $         24,340          $       22                 0.12  %       $    (728)         $      131                 0.75  %
Federal funds sold                       1,440                   4                 0.37                    18,991                   3                 0.02            (17,551)                  1                 0.35
Investment securities -
taxable (1)                            105,624               1,599                 2.02                    78,951               1,076                 1.82             26,673                 523                 0.20
Investment securities - tax
exempt (1)                              63,848               1,240                 2.60                    64,023               1,094                 2.28               (175)                146                 0.32
Loans held for sale                     52,495               1,580                 4.02                   139,101               2,922                 2.80            (86,606)             (1,342)                1.22
Loans held for investment (1)        1,489,345              56,614                 5.08                 1,349,780              48,375                 4.79            139,565               8,239                 0.29
Total loans                          1,541,840              58,194                 5.05                 1,488,881              51,297                 4.61             52,959               6,897                 0.44
Total interest-earning assets        1,736,364              61,190                 4.71  %              1,675,186              53,492                 4.27  %          61,178               7,698                 0.44  %
Noninterest earning assets              74,313                                                             44,388                                                      29,925
Total assets                  $      1,810,677                                                   $      1,719,574                                                   $  91,103
Liabilities and stockholders' equity:
Interest-bearing demand
deposits                      $        242,863          $    1,183                 0.65  %       $        252,074          $      739                 0.39  %       $  (9,211)         $      444                 0.26  %
Money market and savings
deposits                               702,696               4,003                 0.76                   609,201               2,505                 0.55             93,495               1,498                 0.21
Time deposits                          319,927               1,996                 0.83                   258,099               1,017                 0.53             61,828                 979                 0.30
Total deposits                       1,265,486               7,182                 0.76                 1,119,374               4,261                 0.51            146,112               2,921                 0.25
Borrowings                              24,621                 391                 2.12                   139,716                 437                 0.42           (115,095)                (46)                1.70
Subordinated debentures                 40,548               1,775                 5.85                    40,711               1,787                 5.87               (163)                (12)               (0.02)
Total interest-bearing
liabilities                          1,330,655               9,348                 0.94                 1,299,801               6,485                 0.67             30,854               2,863                 0.27
Noninterest-bearing deposits           291,261                                                            248,355                                                      42,906
Other noninterest-bearing
liabilities                             29,452                                                             24,928                                                       4,524
Total liabilities                    1,651,368                                                          1,573,084                                                      78,284
Total stockholders' equity             159,309                                                            146,490                                                      12,819
Total stockholders' equity
and liabilities               $      1,810,677                                                   $      1,719,574                                                   $  91,103
Net interest income and spread (1)                      $   51,842                 3.77                                    $   47,007                 3.60                             $    4,835                 0.17
Net interest margin (1)                                                            3.99  %                                                            3.75  %                                                     0.24  %



(1)Yields and net interest income are reflected on a tax-equivalent basis.


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Rate/Volume Analysis

The rate/volume analysis table below analyzes dollar changes in the components
of interest income and interest expense as they relate to the change in balances
(volume) and the change in interest rates (rate) of tax-equivalent net interest
income for the three and nine months ended September 30, 2022 as compared to the
same periods in 2021, allocated by rate and volume. Changes in interest income
and/or expense attributable to both rate and volume have been allocated
proportionately based on the relationship of the absolute dollar amount of the
change in each category.

                                                                        2022 Compared to 2021
                                       Three Months Ended September 30,                        Nine Months Ended September 30,
(dollars in thousands)              Rate               Volume           Total               Rate              Volume           Total
Interest income:
Due from banks                 $         91          $   (15)         $    76          $       132          $    (1)         $   131
Federal funds sold                        2               (2)               -                    6               (5)               1
Investment securities -
taxable (1)                             143              148              291                  129              394              523
Investment securities - tax
exempt (1)                               95              (21)              74                  149               (3)             146
Loans held for sale                     382             (727)            (345)                 942           (2,284)          (1,342)
Loans held for investment (1)         2,020            2,547            4,567                3,046            5,193            8,239
Total loans                           2,402            1,820            4,222                3,988            2,909            6,897
Total interest income          $      2,733          $ 1,930          $ 4,663          $     4,404          $ 3,294          $ 7,698
Interest expense:
Interest-bearing demand
deposits                       $        640          $   (43)         $   597          $       472          $   (28)         $   444
Money market and savings
deposits                              1,118              104            1,222                1,071              427            1,498
Time deposits                           727              202              929                  694              285              979
Total deposits                        2,485              263            2,748                2,237              684            2,921
Borrowings                              263             (123)             140                  561             (607)             (46)
Subordinated debentures                  (3)              (2)              (5)                  (5)              (7)             (12)
Total interest expense         $      2,745          $   138          $ 2,883          $     2,793          $    70          $ 2,863
Interest differential          $        (12)         $ 1,792          $ 1,780          $     1,611          $ 3,224          $ 4,835

(1)Yields and net interest income are reflected on a tax-equivalent basis.

Three Months Ended September 30, 2022 Compared to the Same Period in 2021



For the three months ended September 30, 2022 as compared to the same period in
2021, tax-equivalent interest income increased $4.7 million as favorable rate
and volume changes contributed $2.7 million, and $1.9 million, respectively. The
favorable change in rates was driven by increased yield on loans held for sale
(up 205 basis points) and loans held for investment (up 57 basis points) that
favorably impact interest income by $2.4 million, combined. The loans held for
investment average balances increased $195.4 million, leading to a favorable
volume impact on interest income of $2.5 million, while the decline in loans
held for sale average balances of $73.0 million had an unfavorable impact to
interest income of $727 thousand as shown in the table above. Within the loans
held for investment portfolio, average balances on commercial loans and leases
increased $33.6 million, and $54.0 million, respectively, construction loans
were up $65.3 million, and residential real estate loans average balances
increased $78.2 million, while the average balance of PPP loans decreased $132.4
million as such loans continue to be forgiven by the SBA.

On the funding side, interest expense increased $2.9 million due to the impact
from rate hikes issued by the Fed, which were partially offset by volume
declines on borrowings. The cost of deposits were up across the board, causing a
$2.5 million increase to interest expense. The cost of interest-bearing demand
deposits, money market and savings accounts and time deposits increased 114
basis points, 63 basis points and 86 basis points, respectively, while the cost
of borrowings increased 210 basis points. Money market/savings accounts and time
deposit average balances increased $71.7 million, and $124.4 million,
respectively, while interest-bearing demand deposits decreased $49.1 million on
average, and borrowings decreased $69.8 million on average.

Overall, the $1.8 million increase in net interest income was derived by volume changes as the impact from increased average earning assets and the $41.1 million in free funding outpaced the increase in average interest bearing liabilities.

Nine Months Ended September 30, 2022 Compared to the Same Period in 2021



For the nine months ended September 30, 2022 as compared to the same period in
2021, tax-equivalent interest income increased $7.7 million as positive rate
changes on average earning assets contributed $4.4 million and favorable volume
changes helped to increase interest income by $3.3 million. The favorable change
in interest income due to rate changes was driven by growth in the loans held
for sale (increase of 122 basis points) and the overall loans held for
investment portfolio (increase of 29 basis points). This large
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increase in the yield on loans held for sale was the result of interest rates
hovering at historical lows throughout much of 2021, but then as the Fed raised
interest rates in 2022, the yield benefited from this action. The $3.3 million
positive impact that volume changes had to interest income was largely the
result of loan average balance increases, which contributed $5.2 million to
interest income, offset by a decline in the volume of loans held or sale which
had an unfavorable impact of $2.3 million on interest income. The increase in
loans held for investment average balances were led by an increases in
commercial loans, small business loans and leases of $30 million, $58.1 million,
and $56.5 million, respectively, construction loans of $50.8 million, and
residential loans held for investment of $47.3 million, offset somewhat by a
$152.3 million decline in PPP loan balances as they continue to be forgiven by
the SBA.

On the funding side, interest expense increased $2.9 million. The cost of
deposits was up, having a $2.9 million negative effect on interest expense. The
cost of interest-bearing demand deposits, money market and savings deposits, and
time deposits increased 26 basis points, 21 basis points, and 30 basis points,
respectively, while the cost of borrowings increased 170 basis points. Money
market and savings accounts, and time deposits increased $93.5 million, and
$61.8 million on average respectively, while interest bearing demand deposits
and borrowings were down $9.2 million and $115.1 million on average,
respectively, leading to a $70 thousand increase in interest expense.

Overall, the $4.8 million increase in net interest income was derived by volume changes as the impact from increased average earning assets and the $42.9 million in free funding outpaced the increase in average interest bearing liabilities.

PROVISION FOR LOAN AND LEASE LOSSES

Three Months Ended September 30, 2022 Compared to the Same Period in 2021



The provision for loan losses decreased $71 thousand due to decreases in
specific reserves on non-performing loans as the underlying credit quality
improved and certain qualitative factors improved as well, partially offset by
providing for continued loan growth and charge-offs on small ticket equipment
leases.

Nine Months Ended September 30, 2022 Compared to the Same Period in 2021

The provision for loan losses increased $451 thousand to provide for the significant level of loan growth year over year, partially offset by the impact of decreases to specific reserves and qualitative factors noted above.

Asset Quality Summary



Meridian's credit culture is strong and asset quality remains a primary focus of
management. The ratio of non-performing assets to total assets declined to 1.20%
as of September 30, 2022, from 1.34% as of December 31, 2021. There was no other
real estate property included in non-performing assets for either period. Total
non-performing loans were $23.1 million and $23.0 million as of September 30,
2022 and December 31, 2021, respectively, however subsequent to September 30,
2022, principal payments of $3.2 million and $307 thousand on a non-performing
loan relationship were received.

Meridian realized net charge-offs of 0.10% of total average loans for the year
ending September 30, 2022 which is higher than the 0.01% over the same period in
2021. Charge-offs amounted to $431 thousand for the quarter ending September 30,
2022, while recoveries were $74 thousand during this quarter. Nearly all of the
charge-offs for the quarter ending September 30, 2022 were from small ticket
equipment leases, while recoveries were split between commercial loans and home
equity loans. The ratio of allowance for loan losses to total loans held for
investment, excluding loans at fair value and PPP loans (a non-GAAP measure, see
reconciliation in the Appendix), was 1.20% as of September 30, 2022 and 1.46% as
of December 31, 2021. As of September 30, 2022 there were specific reserves of
$2.8 million against a non-performing loans, down from $3.2 million as of
December 31, 2021 due to improvement in the underlying credit quality for
certain loans, as discussed in the above paragraph.

The Corporation continues to be diligent in its credit underwriting process and
proactive with its loan review process, including the engagement of the services
of an independent outside loan review firm, which helps identify developing
credit issues. Proactive steps that are taken include the procurement of
additional collateral (preferably outside the current loan structure) whenever
possible and frequent contact with the borrower. The Corporation believes that
timely identification of credit issues and appropriate actions early in the
process serve to mitigate overall risk of loss.


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Nonperforming Assets and Related Ratios



The following table presents nonperforming assets and related ratios for the
periods indicated:

                                                                       September 30,         December 31,

(dollars in thousands)                                                     2022                  2021
Non-performing assets:
Nonaccrual loans:
Real estate loans:

Home equity lines and loans                                           $        878          $       911
Residential mortgage                                                         2,097                2,398

Total real estate loans                                                      2,975                3,309
Commercial and industrial                                                   18,202               18,801
Small business loans                                                         1,401                  666
Leases                                                                         506                  212
Total nonaccrual loans                                                      23,084               22,988

Total non-performing assets                                           $     23,084          $    22,988

Troubled debt restructurings:
TDRs included in non-performing loans and leases                      $        193          $       361
TDRs in compliance with modified terms                                       3,637                3,446
Total TDRs                                                            $      3,830          $     3,807

Asset quality ratios:
Non-performing assets to total assets                                         1.20  %              1.34  %
Non-performing loans to:
Total loans and leases                                                        1.40  %              1.57  %
Total loans held-for-investment                                               1.43  %              1.66  %

Total loans held-for-investment (excluding loans at fair value and PPP loans) (1)

                                                                1.45  %              1.80  %
Allowance for loan losses to:
Total loans and leases                                                        1.15  %              1.28  %
Total loans held-for-investment                                               1.18  %              1.35  %
Total loans held-for-investment (excluding loans at fair value and
PPP loans) (1)                                                                1.20  %              1.46  %
Non-performing loans                                                         82.20  %             81.60  %

Total loans and leases                                                $  1,644,149          $ 1,467,339
Total loans and leases held-for-investment                            $  

1,610,349 $ 1,386,457 Total loans and leases held-for-investment (excluding loans at fair value and PPP loans)

$  1,587,037          $ 1,280,654
Allowance for loan and lease losses                                   $     18,974          $    18,758




(1) The allowance for loan losses to total loans held-for-investment (excluding
loans at fair value and PPP loans) ratio is a non-GAAP financial measure. See
"Non-GAAP Financial Measures" for a reconciliation of this measure to its most
comparable GAAP measure.



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NON-INTEREST INCOME

Three Months Ended September 30, 2022 Compared to the Same Period in 2021



The following table presents the components of non-interest income for the
periods indicated:

                                                             Quarter Ended
                                                   September 30,         September 30,
(Dollars in thousands)                                 2022                   2021              $ Change              % Change
Mortgage banking income                          $        7,329          $    18,726          $ (11,397)                    (60.9) %
Wealth management income                                  1,114                1,232               (118)                     (9.6) %
SBA loan income                                             989                2,688             (1,699)                    (63.2) %
Earnings on investment in life insurance                    138                   93                 45                      48.4  %
Net change in the fair value of derivative
instruments                                                 127                 (339)               466                    (137.5) %
Net change in the fair value of loans
held-for-sale                                              (237)                (532)               295                     (55.5) %
Net change in the fair value of loans
held-for-investment                                        (886)                  37               (923)                  (2494.6) %
Net gain on hedging activity                                399               (1,189)             1,588                    (133.6) %
Net gain on sale of investment securities
available-for-sale                                            -                  314               (314)                   (100.0) %
Service charges                                              32                   35                 (3)                     (8.6) %
Other                                                     1,219                1,057                162                      15.3  %
Total non-interest income                        $       10,224          $    22,122          $ (11,898)                    (53.8) %


Total non-interest income decreased $11.9 million due primarily to lower income
from our mortgage segment, which was impacted by lower levels of mortgage loan
originations in a rising rate environment and a lack of housing inventory.
Partially offsetting the impact of the decline in mortgage banking income were
net changes in the fair value of derivative instruments and loans held-for-sale,
along with an improvement in net gains on hedging activity which increased $2.3
million, combined.

SBA loan income decreased $1.7 million as a higher volume of SBA loans were sold
into the secondary market in the prior year comparable quarter: $20.8 million of
loans were sold in the quarter-ending September 30, 2022 compared to $25.0
million in loans sold in the quarter-ending September 30, 2021. Contributing to
lower SBA loan income, margins on the SBA loan sales decreased from the prior
year due to the upward movement in interest rates, which drove SBA loan prices
down.

The net change in the fair value of loans held-for-investment decreased to a
loss of $886 thousand for the quarter ended September 30, 2022, compared to a
gain of $37 thousand for the comparable prior year quarter, due to the negative
impact the rising interest rate environment had on the fair value of the loans
in portfolio that are held at fair value. Other non-interest income was up $162
thousand due to increases in title fee income, FHLB stock dividend income and
broker fee income.

Nine Months Ended September 30, 2022 Compared to the Same Period in 2021



The following table presents the components of non-interest income for the
periods indicated:

                                                               Year Ended
                                                   September 30,         September 30,
(Dollars in thousands)                                 2022                   2021              $ Change              % Change
Mortgage banking income                          $       21,367          $    62,293          $ (40,926)                    (65.7) %
Wealth management income                                  3,672                3,531                141                       4.0  %
SBA loan income                                           3,946                5,423             (1,477)                    (27.2) %
Earnings on investment in life insurance                    413                  224                189                      84.4  %
Net change in the fair value of derivative
instruments                                                (713)              (3,431)             2,718                     (79.2) %
Net change in the fair value of loans
held-for-sale                                            (1,094)              (3,164)             2,070                     (65.4) %
Net change in the fair value of loans
held-for-investment                                      (2,499)                 (24)            (2,475)                  10312.5  %
Net gain on hedging activity                              4,941                2,397              2,544                     106.1  %
Net gain on sale of investment securities
available-for-sale                                            -                  362               (362)                   (100.0) %
Service charges                                              90                   99                 (9)                     (9.1) %
Other                                                     3,605                3,192                413                      12.9  %
Total non-interest income                        $       33,728          $    70,902          $ (37,174)                    (52.4) %

Total non-interest income decreased due primarily to lower income from our mortgage segment, which was impacted by lower levels of mortgage loan originations in a rising rate environment and a lack of housing inventory.


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NON-INTEREST EXPENSE

Three Months Ended September 30, 2022 Compared to the Same Period in 2021



The following table presents the components of non-interest income for the
periods indicated:

                                               Quarter Ended
                                  September 30,
(Dollars in thousands)                 2022           September 30, 2021       $ Change      % Change
Salaries and employee benefits   $       13,360      $            19,472      $ (6,112)       (31.4) %
Occupancy and equipment                   1,191                    1,133            58          5.1  %
Professional fees                           899                      873            26          3.0  %
Advertising and promotion                 1,165                    1,089            76          7.0  %
Data processing                             574                      530            44          8.3  %
Information technology                      868                      476           392         82.4  %
Pennsylvania bank shares tax                202                      152            50         32.9  %
Other                                     2,002                    1,756           246         14.0  %
Total non-interest expense       $       20,261      $            25,481      $ (5,220)       (20.5) %

Total non-interest expense decreased largely attributable to a decrease in salaries and employee benefits expense in the mortgage segment, which had reduced fixed and variable based compensation.



Information technology expense increased $392 thousand due to cybersecurity
improvements, cloud-based costs and other software upgrades, all as a result of
growth. Other non-interest expense increased $246 thousand due to the increased
level of client engagement and business development our employees were able to
do in the current period versus the prior year due to COVID-19 pandemic
restrictions.

Nine Months Ended September 30, 2022 Compared to the Same Period in 2021



The following table presents the components of non-interest income for the
periods indicated:

                                                         Year Ended
                                             September 30,         September 30,
(Dollars in thousands)                           2022                   2021              $ Change              % Change
Salaries and employee benefits             $       41,585          $    61,824          $ (20,239)                   (32.7) %
Occupancy and equipment                             3,619                3,460                159                      4.6  %
Professional fees                                   2,659                2,629                 30                      1.1  %
Advertising and promotion                           3,340                2,795                545                     19.5  %
Data processing                                     1,633                1,666                (33)                    (2.0) %
Information technology                              2,306                1,365                941                     68.9  %
Pennsylvania bank shares tax                          612                  478                134                     28.0  %
Other                                               5,646                5,773               (127)                    (2.2) %
Total non-interest expense                 $       61,400          $    79,990          $ (18,590)                   (23.2) %


Total non-interest expense decreased largely attributable to a decrease in
salaries and employee benefits expense at the mortgage segment, which recognized
decreased and variable compensation. Partially offsetting this decrease was an
increase in salaries & benefits expense for the bank and wealth segments due to
an increase in FTEs and a higher level of stock-based compensation expense
year-over-year.

Advertising and promotion expense increased $545 thousand as the result of a
renewed and focused priority placed on business development and community
outreach efforts. Information technology expense increased $941 thousand due to
cybersecurity improvements, cloud-based costs and other software upgrades, all
as a result of growth.


INCOME TAX EXPENSE

Income tax expense for the three months ended September 30, 2022 was $1.7
million, as compared to $2.9 million for the same period in 2021. The decrease
in income tax expense was attributable to the decrease in earnings, period over
period. Our effective tax rate was 22.3% for the three months ended September
30, 2022 and 23.3% for the three months ended September 30, 2021.

Income tax expense for the nine months ended September 30, 2022 was $4.9
million, as compared to $8.5 million for the same period in 2021. The decrease
in income tax expense was attributable to the decrease in earnings, period over
period. Our effective tax rate was 22.2% for the nine months ended September 30,
2022 and 23.5% for the nine months ended June 30, 2021.

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