ブルーリッジバンクシェアーズの四半期報告

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39165

BLUE RIDGE BANKSHARES, INC.

(Exact name of registrant as specified in its charter)


Virginia	54-1838100
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1807 Seminole Trail Charlottesville, Virginia	22901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (540) 743-6521

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

BRBS

NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2023, the registrant had 19,191,060 shares of common stock, no par value per share, outstanding.


Blue Ridge Bankshares, Inc. Table of Contents
Item		Page

PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022	3

	Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (unaudited)	4

	Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2023 and 2022 (unaudited)	5

	Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022 (unaudited)	6

	Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)	8

	Notes to Consolidated Financial Statements (unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	56

Item 4.	Controls and Procedures	56

PART II	OTHER INFORMATION	57

Item 1.	Legal Proceedings	57

Item 1A.	Risk Factors	57

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57

Item 3.	Defaults Upon Senior Securities	57

Item 4.	Mine Safety Disclosures	57

Item 5.	Other Information	57

Item 6.	Exhibits	57

Signatures		59

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Blue Ridge Bankshares, Inc.

Consolidated Balance Sheets


	(unaudited)
(Dollars in thousands except share data)	June 30, 2023			December 31, 2022 (1)
ASSETS
Cash and due from banks	$	131,843		$	77,274
Federal funds sold		2,492			1,426
Securities available for sale, at fair value		340,617			354,341
Restricted equity investments		17,538			21,257
Other equity investments		22,693			23,776
Other investments		27,157			24,672
Loans held for sale		64,102			69,534
Paycheck Protection Program loans, net of deferred fees and costs		7,234			11,967
Loans held for investment, net of deferred fees and costs		2,451,697			2,399,092
Less: allowance for credit losses		(43,067	)		(22,939	)
Loans held for investment, net		2,408,630			2,376,153
Accrued interest receivable		15,474			12,393
Other real estate owned		—			195
Premises and equipment, net		22,849			23,152
Right-of-use assets		5,744			6,903
Bank owned life insurance		47,828			47,245
Goodwill		26,826			26,826
Other intangible assets		5,925			6,583
Mortgage servicing rights, net		28,246			28,991
Deferred tax asset, net		11,051			9,182
Other assets		28,175			19,175
Total assets	$	3,214,424		$	3,141,045
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing demand	$	575,989		$	640,101
Interest-bearing demand and money market deposits		1,293,754			1,318,799
Savings		131,332			151,646
Time deposits		612,019			391,961
Total deposits		2,613,094			2,502,507
FHLB borrowings		219,100			311,700
FRB borrowings		65,000			51
Subordinated notes, net		39,888			39,920
Lease liabilities		6,765			7,860
Other liabilities		39,306			19,634
Total liabilities		2,983,153			2,881,672
Commitments and contingencies (Note 12)
Stockholders’ Equity:
Common stock, no par value; 50,000,000 shares authorized at June 30, 2023 and December 31, 2022; 18,933,637 and 18,950,329 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		196,990			195,960
Additional paid-in capital		252			252
Retained earnings		80,287			108,262
Accumulated other comprehensive loss, net of tax		(46,258	)		(45,101	)
Total stockholders’ equity		231,271			259,373
Total liabilities and stockholders’ equity	$	3,214,424		$	3,141,045

(1)

Derived from audited December 31, 2022 Consolidated Financial Statements.

See accompanying notes to unaudited consolidated financial statements.

Blue Ridge Bankshares, Inc.

Consolidated Statements of Operations

(unaudited)


	For the three months ended						For the six months ended
(Dollars in thousands, except per share data)	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
INTEREST INCOME
Interest and fees on loans	$	34,839		$	23,787		$	74,133		$	47,686
Interest on securities, deposit accounts, and federal funds sold		4,134			2,456			7,893			4,359
Total interest income		38,973			26,243			82,026			52,045
INTEREST EXPENSE
Interest on deposits		14,624			1,541			25,955			3,097
Interest on subordinated notes		547			545			1,100			1,098
Interest on FHLB and FRB borrowings		3,399			67			7,209			92
Total interest expense		18,570			2,153			34,264			4,287
Net interest income		20,403			24,090			47,762			47,758
Provision for credit losses - loans		21,100			7,494			25,200			9,994
Provision (benefit) for credit losses - unfunded commitments		(600	)		—			(1,000	)		—
Total provision for credit losses		20,500			7,494			24,200			9,994
Net interest (loss) income after provision for credit losses		(97	)		16,596			23,562			37,764
NONINTEREST INCOME
Fair value adjustments of other equity investments		(281	)		(86	)		(332	)		9,278
Residential mortgage banking income, including MSRs		4,295			5,960			5,598			15,519
Gain on sale of guaranteed government loans		2,384			1,538			4,793			2,965
Wealth and trust management		462			414			894			805
Service charges on deposit accounts		349			327			692			642
Increase in cash surrender value of bank owned life insurance		292			276			574			548
Bank and purchase card, net		560			599			900			1,021
Other		1,675			1,162			3,900			3,506
Total noninterest income		9,736			10,190			17,019			34,284
NONINTEREST EXPENSE
Salaries and employee benefits		14,518			15,873			29,807			29,969
Occupancy and equipment		1,913			1,500			3,482			2,985
Data processing		1,131			874			2,477			1,820
Legal, issuer, and regulatory filing		2,753			618			3,987			1,000
Advertising and marketing		337			412			623			840
Communications		1,171			1,030			2,302			1,829
Audit and accounting fees		503			379			649			520
FDIC insurance		1,246			106			1,975			337
Intangible amortization		335			386			690			783
Other contractual services		3,218			999			4,157			1,533
Other taxes and assessments		803			671			1,605			1,241
Regulatory remediation		2,388			—			3,522			—
Merger-related		—			—			—			50
Other		3,736			2,478			7,623			5,108
Total noninterest expense		34,052			25,326			62,899			48,015
(Loss) income from continuing operations before income tax expense		(24,413	)		1,460			(22,318	)		24,033
Income tax (benefit) expense		(4,949	)		342			(4,458	)		5,495
Net (loss) income from continuing operations	$	(19,464	)	$	1,118		$	(17,860	)	$	18,538
Discontinued Operations
Income from discontinued operations before income taxes		—			—			—			426
Income tax expense		—			—			—			89
Net income from discontinued operations		—			—			—			337
Net (loss) income	$	(19,464	)	$	1,118		$	(17,860	)	$	18,875
Net income from discontinued operations attributable to noncontrolling interest		—			—			—			(1	)
Net (loss) income attributable to Blue Ridge Bankshares, Inc.	$	(19,464	)	$	1,118		$	(17,860	)	$	18,874
Net (loss) income available to common stockholders	$	(19,464	)	$	1,118		$	(17,860	)	$	18,874
Basic and diluted (loss) earnings per share from continuing operations	$	(1.03	)	$	0.06		$	(0.95	)	$	0.99
Basic and diluted earnings per share from discontinued operations	$	—		$	—		$	—		$	0.02
Basic and diluted (loss) earnings per share attributable to Blue Ridge Bankshares, Inc.	$	(1.03	)	$	0.06		$	(0.95	)	$	1.01

See accompanying notes to unaudited consolidated financial statements.

Blue Ridge Bankshares, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(unaudited)


	For the three months ended						For the six months ended
(Dollars in thousands)	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Net (loss) income	$	(19,464	)	$	1,118		$	(17,860	)	$	18,875
Other comprehensive loss:
Gross unrealized losses on securities available for sale arising during the period		(6,469	)		(20,272	)		(1,490	)		(42,859	)
Deferred income tax benefit		1,446			4,257			333			9,000
Unrealized losses on securities available for sale arising during the period, net of tax		(5,023	)		(16,015	)		(1,157	)		(33,859	)
Other comprehensive net loss		(5,023	)		(16,015	)		(1,157	)		(33,859	)
Comprehensive net loss	$	(24,487	)	$	(14,897	)	$	(19,017	)	$	(14,984	)
Comprehensive income from discontinued operations attributable to noncontrolling interest		—			—			—			(1	)
Comprehensive net loss attributable to Blue Ridge Bankshares, Inc.	$	(24,487	)	$	(14,897	)	$	(19,017	)	$	(14,985	)

See accompanying notes to unaudited consolidated financial statements.

Blue Ridge Bankshares, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)


	For the six months ended June 30, 2023
(Dollars in thousands)	Shares of Common Stock			Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss, net			Total
Balance at beginning of period		18,950,329		$	195,960	$	252	$	108,262		$	(45,101	)	$	259,373
Cumulative effect adjustment due to adoption of accounting standard, net of income taxes		—		$	—	$	—	$	(5,474	)	$	—		$	(5,474	)
Net loss		—			—		—		(17,860	)		—			(17,860	)
Other comprehensive loss		—			—		—		—			(1,157	)		(1,157	)
Dividends on common stock		—			—		—		(4,641	)		—			(4,641	)
Stock option exercises		3,750			26		—		—			—			26
Restricted stock awards, net of forfeitures		(26,842	)		936		—		—			—			936
Dividend reinvestment plan issuances		6,400			68		—		—			—			68
Balance at end of period		18,933,637		$	196,990	$	252	$	80,287		$	(46,258	)	$	231,271


	For the six months ended June 30, 2022
(Dollars in thousands)	Shares of Common Stock			Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss, net			Noncontrolling Interest of Discontinued Operations			Total
Balance at beginning of period		18,774,082		$	194,309	$	252	$	85,982		$	(3,632	)	$	228		$	277,139
Cumulative effect adjustment of change in accounting method, net of income taxes		—			—		—		3,542			—			—			3,542
Net income		—			—		—		18,874			—			1			18,875
Other comprehensive loss		—			—		—		—			(33,859	)		—			(33,859	)
Dividends on common stock		—			—		—		(4,552	)		—			—			(4,552	)
Stock option exercises		1,183			15		—		—			—			—			15
Restricted stock awards, net of forfeitures		(13,417	)		729		—		—			—			—			729
Disposition of noncontrolling interest		—			—		—		—			—			(229	)		(229	)
Balance at end of period		18,761,848		$	195,053	$	252	$	103,846		$	(37,491	)	$	—		$	261,660


	For the three months ended June 30, 2023
(Dollars in thousands)	Shares of Common Stock			Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss, net			Total
Balance at beginning of period		18,942,091		$	196,498	$	252	$	102,071		$	(41,235	)	$	257,586
Net loss		—		$	—		—		(19,464	)		—			(19,464	)
Other comprehensive loss		—			—		—		—			(5,023	)		(5,023	)
Dividends on common stock		—			—		—		(2,320	)		—			(2,320	)
Restricted stock awards, net of forfeitures		(12,210	)		457		—		—			—			457
Dividend reinvestment plan issuances		3,756			35		—		—			—			35
Balance at end of period		18,933,637		$	196,990	$	252	$	80,287		$	(46,258	)	$	231,271


	For the three months ended June 30, 2022
(Dollars in thousands)	Shares of Common Stock			Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss, net			Total
Balance at beginning of period		18,771,065		$	194,679	$	252	$	105,027		$	(21,476	)	$	278,482
Net income		—			—		—		1,118			—			1,118
Other comprehensive loss		—			—		—		—			(16,015	)		(16,015	)
Dividends on common stock		—			—		—		(2,299	)		—			(2,299	)
Restricted stock awards, net of forfeitures		(9,217	)		374		—		—			—			374
Balance at end of period		18,761,848		$	195,053	$	252	$	103,846		$	(37,491	)	$	261,660

See accompanying notes to unaudited consolidated financial statements.

Blue Ridge Bankshares, Inc.

Consolidated Statements of Cash Flows

(unaudited)


	For the six months ended
(Dollars in thousands)	June 30, 2023			June 30, 2022
Cash Flows From Operating Activities
Net (loss) income from continuing operations	$	(17,860	)	$	18,538
Net income from discontinued operations		—			337
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization		877			1,038
Deferred income tax (benefit) expense		(1,242	)		3,316
Provision for credit losses - loans		25,200			9,994
Provision for credit losses - unfunded commitments		(1,000	)		—
Accretion of fair value adjustments (discounts) on acquired loans		(1,161	)		(4,058	)
Accretion of fair value adjustments (premiums) on acquired time deposits		(506	)		(833	)
Accretion of fair value adjustments (premiums) on acquired subordinated notes		(50	)		(50	)
Proceeds from sale of mortgage loans held for sale		116,540			368,217
Mortgage loans held for sale, originated		(115,528	)		(275,897	)
Gain on sale of mortgage loans		(995	)		(3,136	)
Proceeds from sale of guaranteed government loans held for sale		69,449			—
Guaranteed government loans held for sale, originated		(49,708	)		—
Gain on sale of guaranteed government loans		(4,793	)		—
Loss (gain) on disposal of premises and equipment		14			(405	)
Loss on disposal of other assets		528			—
Realized gains on sale of other equity securities		(10	)		—
Investment amortization expense, net		348			809
Amortization of subordinated debt issuance costs		18			17
Intangible amortization		690			783
Fair value adjustments of other equity investments		332			(9,278	)
Fair value adjustments attributable to mortgage servicing rights		1,364			(3,548	)
Increase in cash surrender value of bank owned life insurance		(574	)		(548	)
Increase in accrued interest receivable		(3,081	)		(665	)
(Increase) decrease in other assets		(11,277	)		399
Increase in other liabilities		19,577			5,033
Net cash provided by operating activities - continuing operations		27,152			110,063
Net cash provided by operating activities - discontinued operations		—			55
Cash provided by operating activities		27,152			110,118
Cash Flows From Investing Activities
Net increase in loans held for investment		(69,948	)		(272,026	)
Net (increase) decrease in federal funds sold		(1,066	)		8,410
Purchases of securities available for sale		—			(66,761	)
Proceeds from calls, sales, paydowns, and maturities of securities available for sale		12,690			15,163
Proceeds from sale of other real estate owned		264			70
Net decrease in Paycheck Protection Program loans		4,733			14,752
Net change in restricted equity and other investments		3,499			(4,857	)
Purchase of premises and equipment		(643	)		(221	)
Proceeds from sale of premises and equipment		55			1,937
Proceeds from sale of other assets		950			—
Proceeds from sale of LSMG		250			—
Capital calls of small business investment company funds and other investments		(2,594	)		(3,997	)
Nonincome distributions from limited liability companies		332			420
Net cash used in investing activities - continuing operations		(51,478	)		(307,110	)
Net cash provided by investing activities - discontinued operations		—			245
Cash used in investing activities		(51,478	)		(306,865	)
Cash Flows From Financing Activities:
Net (decrease) increase in demand, savings, and other interest-bearing deposits		(109,471	)		144,924
Net increase (decrease) in time deposits		220,564			(106,155	)
Common stock dividends paid		(4,641	)		(4,552	)
FHLB advances		1,080,000			135,000
FHLB repayments		(1,172,600	)		(10,000	)
FRB advances		65,000			—
FRB repayments		(51	)		(17,841	)
Stock option exercises		26			15
Dividend reinvestment plan issuances		68			—
Net cash provided by financing activities - continuing operations		78,895			141,391
Net cash provided by financing activities - discontinued operations		—			—
Cash provided by financing activities		78,895			141,391
Net increase (decrease) in cash and due from banks		54,569			(55,356	)
Cash and due from banks at beginning of period		77,274			130,548
Cash and due from banks at end of period	$	131,843		$	75,192


Supplemental Schedule of Cash Flow Information
Cash paid for:
Interest	$	28,999		$	4,395
Income taxes	$	6,656		$	575
Non-cash investing and financing activities:
Unrealized losses on securities available for sale	$	(1,490	)	$	(42,859	)
Restricted stock awards, net of forfeitures	$	936		$	729
Cumulative effect adjustment due to adoption of accounting standard, net of income taxes	$	(5,474	)	$	—
Cumulative effect adjustment of change in accounting method, net of income taxes	$	—		$	3,542

See accompanying notes to unaudited consolidated financial statements.

Notes to Consolidated Financial Statements (Unaudited)

Note 1 – Organization and Basis of Presentation

Blue Ridge Bankshares, Inc. (the “Company”) conducts its business activities primarily through its wholly-owned subsidiary bank, Blue Ridge Bank, National Association (the “Bank”) and its wealth and trust management subsidiary, BRB Financial Group, Inc. (the “Financial Group”). The Company exists primarily for the purposes of holding the stock of its subsidiaries, the Bank and the Financial Group.

The accompanying unaudited consolidated financial statements of the Company include the accounts of the Bank and the Financial Group and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and general practices within the banking industry. All significant intercompany balances and transactions have been eliminated in consolidation. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The Company sold its majority interest in MoneyWise Payroll Solutions, Inc. (“MoneyWise”) to the holder of the minority interest in MoneyWise in the first quarter of 2022. Income statement amounts related to MoneyWise are reported as discontinued operations for all relevant periods.

On August 29, 2022, the Bank entered into a formal written agreement (the “Written Agreement”) with the Office of the Comptroller of the Currency (the “OCC”), the Bank’s primary federal banking regulator. The Written Agreement principally concerns the Bank’s fintech line of business and requires the Bank to continue enhancing its controls for assessing and managing the third-party, Bank Secrecy Act/Anti-Money Laundering, and information technology risks stemming from its fintech partnerships. A complete copy of the Written Agreement was filed as an exhibit to a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 1, 2022 and can be accessed on the SEC’s website (www.sec.gov) and the Company’s website (www.blueridgebankshares.com). The Company is actively working to bring the Bank’s fintech policies, procedures, and operations into conformity with OCC directives. The Company reports that although work is progressing, many aspects of the Written Agreement require considerable time for completion, implementation, validation, and sustainability.

On May 15, 2023, the Company sold its wholesale mortgage business operating as LenderSelect Mortgage Group (“LSMG”) to a third-party for $250 thousand in cash. The Company recorded a loss on the sale of LSMG of $553 thousand, which is reported in other noninterest income in the consolidated statements of operations for the three and six months ended June 30, 2023.

Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current period presentations. The reclassifications had no effect on net income, net income per share, total assets, total liabilities, or stockholders’ equity as previously reported.

The Company's significant accounting policies are disclosed in Note 2 of the audited financial statements and notes for the year ended December 31, 2022 and are contained in the Company's Annual Report on Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2022, except as described in Note 2 - Adoption of New Accounting Standard of this Form 10-Q.

Note 2 – Adoption of New Accounting Standard

On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13 - Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) along with amendments ASU 2019-11 - Codification Improvements to Topic 326, Financial Instruments – Credit Losses, and ASU 2022-02 - Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). Together, these ASUs, referred to herein as Accounting Standards Codification (“ASC”) “ASC 326”, replace the incurred loss impairment methodology with the current expected credit loss methodology (“CECL”) and require consideration of a broader range of information to determine credit loss estimates at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

ASC 326 applies to financial assets subject to credit losses that are measured at amortized cost and certain off-balance sheet credit exposures, which include, but are not limited to, loans held for investment, leases, held to maturity (“HTM”) securities, loan commitments, and financial guarantees.

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures, which included loans held for investment and commitments to extend credit (loan commitments and stand-by letters of credit), respectively. The Company does not have any securities classified as HTM. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326, while prior period amounts are reported in accordance with previously applicable GAAP.

The following table presents the impact to the consolidated balance sheet as the result of adopting ASC 326 effective January 1, 2023.


(Dollars in thousands)	January 1, 2023 Post-ASC 326 Adoption			December 31, 2022 Pre-ASC 326 Adoption			Impact of ASC 326 Adoption
Assets:
Loans held for investment, net of deferred fees and costs	$	2,399,757		$	2,399,092		$	665
Allowance for credit losses		(26,961	)		(22,939	)		(4,022	)
Deferred tax asset, net		10,757			9,182			1,575
Liabilities:
Reserve for unfunded commitments1		5,504			1,812			3,692
Stockholders' Equity:
Retained earnings		102,788			108,262			(5,474	)
1 Included in other liabilities on the consolidated balance sheets

Loans Held for Investment and Allowance for Credit Losses (“ACL”). Loans that management has the intent and ability to hold for the foreseeable future or until loan maturity or pay-off are reported held for investment at their outstanding principal balance adjusted for any charge-offs and net of any deferred fees (including purchase accounting adjustments) and origination costs (collectively referred to as "amortized cost"). Loan origination fees and certain direct origination costs are deferred and amortized as an adjustment of the yield using the payment terms required by the loan contract.

Loans are generally placed into nonaccrual status when they are past due 90 days or more as to either principal or interest or when, in the opinion of management, the collection of principal and/or interest is in doubt. A loan remains in nonaccrual status until the loan is current as to payment of both principal and interest or past due less than 90 days and the borrower demonstrates the ability to pay and remain current. When cash payments are received, they are applied to principal first, then to accrued interest. It is the Company's policy not to record interest income on nonaccrual loans until principal has become current. In certain instances, accruing loans that are past due 90 days or more as to principal or interest may not be placed on nonaccrual status, if the Company determines that the loans are well-secured and are in the process of collection. In accordance with ASC 326, the Company elected to exclude accrued interest from the amortized cost basis in its determination of the ACL for loans held for investment, and will instead reverse accrued but unpaid interest through interest income in the period in which the loan is placed on nonaccrual status.

The ACL represents management’s best estimate of credit losses over the remaining life of the loan portfolio. Loans are charged-off against the ACL when management believes the loan balance is no longer collectible. Subsequent recoveries of previously charged-off amounts (recoveries) are recorded as increases to the ACL. The provision for credit losses is an amount sufficient to bring the ACL to an estimated balance that management considers adequate to absorb lifetime expected losses in the Company’s held for investment loan portfolio. The ACL is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans.

Management’s determination of the adequacy of the ACL under ASC 326 is based on an evaluation of the composition of the loan portfolio, current economic conditions, historical loan loss experience, reasonable and supportable forecasts, and other risk factors. The Company uses a third-party CECL model in estimating the ACL on a quarterly basis. Loans with similar risk characteristics are collectively assessed within pools (or segments). Loss estimates within the collectively assessed population are based on a combination of pooled assumptions and loan-level characteristics. The Company has determined that using federal call codes is an appropriate loan segmentation methodology, as it is generally based on risk characteristics of a loan's underlying collateral.

Using federal call codes also allows the Company to utilize and assess publicly-available external information when developing its estimate of the ACL. The discounted cash flow ("DCF") method is the primary credit loss estimation methodology used by the Company and involves estimating future cash flows for each individual loan and discounting them back to their present value using the loan's contractual interest rate, which is adjusted for any net deferred fees, costs, premiums, or discounts existing at the loan's origination or acquisition date (also referred to as the effective interest rate). The DCF method also considers factors such as loan term, prepayment or curtailment assumptions, and other relevant economic factors that could affect future cash flows. By discounting the cash flows, this method incorporates the time value of money and reflects the credit risk inherent in the loan.

In applying future economic forecasts, the Company utilizes a forecast period of one year and then reverts to the mean of historical loss rates on a straight-line basis over the following one-year period. The Company considers economic forecasts of national gross domestic product and unemployment rates from the Federal Open Market Committee to inform the model for loss estimation. Historical loss rates used in the quantitative model are derived using both the Bank's and peer bank data obtained from publicly-available sources (i.e., federal call reports). The Bank's peer group utilized is comprised of financial institutions of relatively similar size (i.e., $3 - $5 billion of total assets) and in similar markets. Management also considers qualitative adjustments when estimating loan losses to take into account the model's quantitative limitations. Qualitative adjustments to quantitative loss factors, either negative or positive, may include considerations of trends in delinquencies, nonaccrual loans, charged-off loans, changes in volume and terms of loans, effects of changes in lending policy, experience and depth of management, regional and local economic trends and conditions, concentrations of credit, competition, and loan review results.

For those loans that do not share similar risk characteristics, the Company evaluates the ACL needs on an individual (or loan by loan) basis. This population of individually evaluated loans (or loan relationships with the same primary source of repayment) is determined on a quarterly basis and is based on whether (1) the risk grade of the loan is substandard or worse and the balance exceeds $500,000, (2) the risk grade of the loan is special mention and the balance exceeds $1,000,000, or (3) the loan's terms differ significantly from other pooled loans. Measurement of credit loss is based on the expected future cash flows of an individually evaluated loan, discounted at the loan's effective interest rate, or measured on an observable market value, if one exists, or the estimated market value of the collateral underlying the loan discounted for estimated costs to sell the collateral for collateral-dependent loans. If the net value applying these measures is less than the loan's amortized cost, a specific reserve is recorded in the ACL and charged-off in the period when management believes the loan balance is no longer collectible.

The Company’s allowance committee approves the key methodologies and assumptions, as well as the final ACL, on a quarterly basis. While management uses available information at the time of estimation to determine expected credit losses on loans, future changes in the ACL may be necessary based on changes in portfolio composition, portfolio credit quality, changes in underlying facts for individually evaluated loans, and/or economic conditions. In addition, bank regulatory agencies and the Bank’s auditors periodically review its ACL and may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments different than those of management.

Upon the adoption of ASC 326, the Company recorded an increase in its ACL of $4.0 million, along with an after-tax cumulative effect adjustment, which reduced stockholders' equity by $2.6 million.

Collateral-dependent Loans

The Company has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral-dependent loans:

•

Commercial real estate loans may be secured by either owner occupied commercial real estate or non-owner occupied commercial real estate. Typically, owner occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities, and other commercial and industrial properties occupied by operating companies. Repayment is generally from the cash flows of the business occupying the property. Non-owner occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate.

•

Commercial and industrial loans may be secured by non-real estate collateral such as accounts receivable, inventory, equipment, or other similar assets.

•

Residential real estate loans are typically secured by first mortgages, and in some cases could be secured by a second mortgage.

•

Home equity lines of credit are generally secured by second mortgages on residential real estate property.

•

Consumer loans are generally secured by automobiles, recreational vehicles and other personal property. Some consumer loans are unsecured, have no underlying collateral, and would not be considered collateral-dependent.

Acquired Loans

The Company has acquired loans through its mergers with Bay Banks of Virginia, Inc. in 2021 (the "Bay Banks Merger") and Virginia Community Bankshares, Inc. in 2019. Prior to the adoption of ASC 326, a portion of these loans were classified as purchased-credit impaired ("PCI") under ASC 310-30 – Loans and Debt Securities Acquired with Deteriorated Credit Quality. Upon the adoption of ASC 326, the Company elected to designate its existing PCI loans as purchased credit deteriorated ("PCD") loans using the prospective transition approach. Previously established PCI loan "pools" were eliminated, and, as a result, an increase in the ACL for PCD loans of $665 thousand was recorded, and a corresponding increase in the amortized cost basis of loans held for investment was recorded. This amount represented the then-existing credit discount. The amortized cost of PCD loans post ASC 326 adoption on January 1, 2023 was $59.3 million, which includes a non-credit discount of $5.6 million that will be accreted into interest income over the remaining contractual lives of the underlying loans.

Modified Loans

ASU 2022-22 eliminated the concept of troubled debt restructurings ("TDRs") from the accounting standards for companies that have adopted ASC 326. ASU 2022-02 requires additional disclosures for certain loan modifications and disclosures of gross charge-offs by year of origination. Specifically, loan modification disclosures in periods subsequent to the adoption of ASC 326 must be made for modifications of existing loans to borrowers who were experiencing financial difficulties at the time of the modification. The modification type must include a direct change in the timing or amount of a loan's contractual cash flows. The additional disclosures are applicable to situations where there is: principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, a term extension, or any combination thereof.

Available for Sale ("AFS") Securities. The Company evaluates the fair value and credit quality of its AFS securities portfolio on a quarterly basis. In the event the fair value of a security falls below its amortized cost basis, the security is evaluated to determine whether the decline in value was caused by changes in market interest rates or security credit quality. The primary indicators of credit quality for the Company’s AFS securities portfolio are security type and credit rating, which is influenced by a number of security-specific factors that may include obligor cash flow, geography, seniority, and others. If unrealized losses are related to credit quality, the Company estimates the credit-related loss by evaluating the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. Subsequent to the adoption of ASC 326, if the present value of cash flows expected to be collected is less than the amortized cost basis of the security and a credit loss exists, then an ACL is recorded for the credit loss, limited by the amount that the fair value is less than amortized cost basis. As of December 31, 2022, the Company did not have any other-than-temporarily impaired AFS securities; therefore, upon adoption of ASC 326, an ACL on AFS securities was not warranted.

Reserve for Unfunded Commitments. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The reserve for unfunded commitments is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur, the existence of any third-party guarantees, and an estimate of credit losses on commitments expected to be funded using the same loss rates of similar financial instruments derived in the estimation of ACL for loans held for investment. Upon the adoption of ASC 326, the Company recorded an increase in its reserve for unfunded commitments of $3.7 million, along with an after-tax cumulative effect adjustment, which reduced stockholders' equity by $2.9 million.

Note 3 – Investment Securities and Other Investments

Investment securities classified as AFS are carried at fair value in the consolidated balance sheets. The following tables present amortized cost, fair values, and gross unrealized gains and losses of investment securities AFS as of the dates stated.


	June 30, 2023
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale
State and municipal	$	59,303	$	—	$	(8,394	)	$	50,909
U.S. Treasury and agencies		72,057		—		(11,355	)		60,702
Mortgage backed securities		227,961		9		(35,928	)		192,042
Corporate bonds		41,414		—		(4,450	)		36,964
Total investment securities	$	400,735	$	9	$	(60,127	)	$	340,617


	December 31, 2022
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale
State and municipal	$	60,018	$	—	$	(9,025	)	$	50,993
U.S. Treasury and agencies		80,073		—		(12,911	)		67,162
Mortgage backed securities		230,015		51		(33,730	)		196,336
Corporate bonds		42,909		124		(3,183	)		39,850
Total investment securities	$	413,015	$	175	$	(58,849	)	$	354,341

As of June 30, 2023 and December 31, 2022, securities with a fair value of $178.8 million and $241.9 million, respectively, were pledged to secure the Bank’s line of credit with the Federal Home Loan Bank of Atlanta (“FHLB”). As of June 30, 2023 the Company pledged securities with $108.7 million of par value (amortized cost and fair value of $109.6 million and $90.0 million, respectively) as collateral for the Bank Term Funding Program (“BTFP”) established by the Board of Governors of the Federal Reserve System on March 12, 2023. The BTFP was created in response to industry events to provide banks with additional liquidity via a secured line of credit collateralized by eligible pledged securities. In addition, securities with a fair value of $11.6 million and $0 were pledged as of June 30, 2023 and December 31, 2022, respectively, to secure potential borrowings from the Federal Reserve Bank of Richmond (“FRB”) Discount Window.

The following table presents the amortized cost and fair value of securities available for sale by contractual maturity as of the date stated. Expected maturities may differ from contractual maturities, as issuers may have the right to call or prepay obligations with or without call or prepayment penalties.


	June 30, 2023
(Dollars in thousands)	Amortized Cost		Fair Value
Due in one year or less	$	502	$	502
Due after one year through five years		34,949		31,921
Due after five years through ten years		138,894		119,581
Due after ten years		226,390		188,613
Total	$	400,735	$	340,617

The following tables present a summary of unrealized losses and the length of time securities have been in a continuous loss position, by security type and number of securities, as of the dates stated.


			June 30, 2023
			Less than 12 Months					12 Months or Greater					Total
(Dollars in thousands)	Number of Securities		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
State and municipal		82	$	2,900	$	(74	)	$	47,119	$	(8,320	)	$	50,019	$	(8,394	)
U.S. Treasury and agencies		23		—		—			60,699		(11,355	)		60,699		(11,355	)
Mortgage backed securities		84		5,420		(367	)		178,615		(35,561	)		184,035		(35,928	)
Corporate bonds		33		12,895		(1,605	)		15,769		(2,845	)		28,664		(4,450	)
Total		222	$	21,215	$	(2,046	)	$	302,202	$	(58,081	)	$	323,417	$	(60,127	)


			December 31, 2022
			Less than 12 Months					12 Months or Greater					Total
(Dollars in thousands)	Number of Securities		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
State and municipal		82	$	18,252	$	(2,178	)	$	31,530	$	(6,847	)	$	49,782	$	(9,025	)
U.S. Treasury and agencies		28		9,904		(1,039	)		56,686		(11,872	)		66,590		(12,911	)
Mortgage backed securities		78		39,006		(3,061	)		148,449		(30,669	)		187,455		(33,730	)
Corporate bonds		33		26,018		(2,283	)		5,675		(900	)		31,693		(3,183	)
Total		221	$	93,180	$	(8,561	)	$	242,340	$	(50,288	)	$	335,520	$	(58,849	)

The Company reviews its AFS securities portfolio for potential credit losses no less than quarterly. At June 30, 2023 and December 31, 2022, the majority of securities in an unrealized loss position were of investment grade; however, a few did not have a third-party investment grade available. These ungraded securities were primarily subordinated debt instruments issued by bank holding companies and are classified as corporate bonds in the tables above. Investment securities with unrealized losses are generally a result of pricing changes due to changes in the interest rate environment since purchase and not as a result of permanent credit impairment. Contractual cash flows for mortgage backed securities are guaranteed and/or funded by the U.S. government. Municipal securities show no indication that the contractual cash flows will not be received when due. The Company does not intend to sell, nor does it believe that it will be required to sell, any of its temporarily impaired securities prior to the recovery of the amortized cost. As of June 30, 2023, there was no ACL against the Company's AFS securities portfolio.

Restricted equity investments consisted of stock in the FHLB (carrying value of $10.9 million and $14.7 million as of June 30, 2023 and December 31, 2022, respectively), stock in the FRB (carrying value of $6.1 million at both June 30, 2023 and December 31, 2022), and stock in the Bank’s correspondent bank (carrying value of $468 thousand at both June 30, 2023 and December 31, 2022). Restricted equity investments are carried at cost.

The Company also has various other equity investments, including shares in other financial institutions and fintech companies, totaling $22.7 million and $23.8 million as of June 30, 2023 and December 31, 2022, respectively, which are carried at fair value with any gain or loss reported in the consolidated statements of operations each reporting period. As no actively traded market exists for substantially all of the Company's other equity investments, fair value adjustments are determined by reviewing recent observable market transactions, such as stock or equity transactions, that are substantially similar to the Company's existing investments. Other equity investments are also periodically evaluated for impairment using information obtained either directly from the investee or from a third-party broker. If an impairment has been identified, the carrying value of the investment is written down to its estimated fair market value through a charge to earnings.

Note 4 – Loans and ACL

All loan and ACL information presented as of and for the three and six months ended June 30, 2023 is in accordance with ASC 326. All loan information presented prior to this period is presented in accordance with previously applicable GAAP.

As a result, the presentation of information pre-ASC 326 and post-ASC 326 adoption will not be comparable for most disclosures.

The following table presents the amortized cost of loans held for investment, including Paycheck Protection Program ("PPP") loans, as of the dates stated.


(Dollars in thousands)	June 30, 2023		December 31, 2022
Commercial and industrial	$	545,921	$	590,049
Paycheck Protection Program		7,234		11,967
Real estate – construction, commercial		165,863		183,301
Real estate – construction, residential		82,199		76,599
Real estate – mortgage, commercial		879,729		864,989
Real estate – mortgage, residential		709,565		631,772
Real estate – mortgage, farmland		5,583		6,599
Consumer		62,510		47,423
Gross loans		2,458,604		2,412,699
Less: deferred loan fees, net of costs		327		(1,640	)
Total	$	2,458,931	$	2,411,059

The Company has pledged certain commercial and residential mortgages as collateral for borrowings with the FHLB. Loans totaling $601.9 million and $436.0 million were pledged as of June 30, 2023 and December 31, 2022, respectively. Additionally, PPP loans were pledged as collateral for the FRB's Paycheck Protection Program Liquidity Facility ("PPPLF") advances in the amount of $0 and $51 thousand as of June 30, 2023 and December 31, 2022, respectively.

The following table presents the aging of the amortized cost of loans held for investment by loan category as of the date stated.


	June 30, 2023
(Dollars in thousands)	Current Loans		30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Nonaccrual		Total Loans
Commercial and industrial	$	482,419	$	1,654	$	—	$	—	$	61,848	$	545,921
Paycheck Protection Program		7,234		—		—		—		—		7,234
Real estate – construction, commercial		162,176		2,329		313		—		1,045		165,863
Real estate – construction, residential		80,818		727		—		—		654		82,199
Real estate – mortgage, commercial		866,968		462		1,104		—		11,195		879,729
Real estate – mortgage, residential		698,181		389		571		1,998		8,426		709,565
Real estate – mortgage, farmland		5,583		—		—		—		—		5,583
Consumer		59,530		1,370		658		405		547		62,510
Less: Deferred loan fees, net of costs		327		—		—		—		—		327
Total Loans	$	2,363,236	$	6,931	$	2,646	$	2,403	$	83,715	$	2,458,931

The following table presents the amortized cost of nonaccrual loans held for investment by loan category as of the date stated.


	June 30, 2023
(Dollars in thousands)	Nonaccrual Loans with No ACL		Nonaccrual Loans with an ACL		Total Nonaccrual Loans
Commercial and industrial	$	27	$	61,821	$	61,848
Real estate – construction, commercial		—		1,045		1,045
Real estate – construction, residential		—		654		654
Real estate – mortgage, commercial		10,102		1,093		11,195
Real estate – mortgage, residential		879		7,547		8,426
Consumer		1		546		547
Total	$	11,009	$	72,706	$	83,715

Nonaccrual loans increased $73.4 million to $83.7 million as of June 30, 2023 from $10.3 million as of December 31, 2022. Of this increase, $37.3 million was due to one commercial and industrial loan that was placed on nonaccrual status in the second quarter of 2023, discussed further in the modified loans section below.

The Company recognized $0 and $89 thousand of interest income from nonaccrual loans during the three and six months ended June 30, 2023, respectively.

Credit Quality Indicators

The Company categorizes loans held for investment into risk categories based on relevant information about the expected ability of borrowers to service their debt, such as current financial information, historical payment experience, collateral adequacy, credit documentation, and current economic trends, among other factors. Management considers loan risk grades to be the best indication of credit quality of its portfolio of loans held for investment. The Company uses the following definitions for loan risk grades and periodically evaluates the appropriateness of these grades across its loan portfolio. Bank regulatory agencies periodically review the Company's loan portfolio, including loan risk grades. Loan risk grades as determined by management may be changed by regulators, based on their judgment of the facts at the time of review.

Risk Grade 1 – Strong: This grade is reserved for loans to the strongest of borrowers. These loans are to individuals or corporations that are well known to the Bank and are always secured with an almost guaranteed source of repayment such as a lien on a bank deposit account. Character, credit history, and ability of individuals or company principals are excellent and unquestioned. Source of income and industry of borrower appears stable. High liquidity, minimum risk, good ratios, and low handling cost are present.

Risk Grade 2 – Minimal: This grade is reserved for loans to borrowers who are deemed exceptionally strong. These loans are within guidelines and where the borrowers have documented significant overall financial strength. These loans have excellent sources of repayment, significant balance sheet liquidity, no significant identifiable risk of collection, and conform in all respects to policy, guidelines, underwriting standards, and federal and state regulations (no exceptions of any kind).

Risk Grade 3 – Acceptable: This grade is reserved for loans to borrowers who are deemed strong. These loans have adequate sources of repayment, with little identifiable risk of collection. Generally, loans assigned this risk grade will demonstrate the following characteristics: (1) conformity in all respects with policy, guidelines, underwriting standards, and federal and state regulations (no exceptions of any kind), (2) documented historical cash flow that meets or exceeds required minimum guidelines, or that can be supplemented with verifiable cash flow from other sources, and (3) adequate secondary sources to liquidate the debt.

Risk Grade 4 – Satisfactory: This grade is given to satisfactory loans containing more risk than Risk Grade 3 loans. These loans have adequate sources of repayment, with little identifiable risk of collection. Loans assigned this risk grade will demonstrate the following characteristics: (1) general conformity to the Bank's underwriting requirements, with limited exceptions to policy, product, or underwriting guidelines. All exceptions noted have documented mitigating factors that offset any additional risk associated with the exceptions noted, (2) documented historical cash flow that meets or exceeds required minimum guidelines, or that can be supplemented with verifiable cash flow from other sources, and (3) adequate secondary sources to liquidate the debt, including combinations of liquidity, liquidation of collateral, or liquidation value to the net worth of the borrower or guarantor.

Risk Grade 5 – Watch: This grade is for satisfactory loans containing acceptable but elevated risk. These loans are characterized by borrowers who have a marginal cash flow, marginal profitability, or have experienced an unprofitable year and declining financial condition. The borrower's management may be deemed to be satisfactory, the collateral securing the loan may create a loan-to-value ratio in excess of 90%, the debt service coverage ratio and global debt service coverage are unstable but mostly positive, and/or guarantor support, if any, is inadequate. Loans classified as Watch warrant additional monitoring by management.

Risk Grade 6 – Special Mention: This grade is for loans that have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the Bank's credit position at some future date. Special Mention loans are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Special mention credits typically exhibit underwriting guideline tolerances and/or exceptions with no mitigating factors, or emerging weaknesses that may or may not be cured as time passes.

Risk Grade 7 – Substandard: A substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt; they are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Loans consistently not meeting the repayment schedule should be downgraded further to substandard. Loans in this category are characterized by deterioration in quality exhibited by any number of well-defined weaknesses requiring corrective action. The weaknesses may include, but are not limited to: (1) high debt to worth ratios, (2) declining or negative earnings trends, (3) declining or inadequate liquidity, (4) improper loan structure, (5) questionable repayment sources, (6) lack of well-defined secondary repayment source, and (7) unfavorable competitive comparisons. Such loans are no longer considered to be adequately protected due to the borrower's declining net worth, lack of earnings capacity, declining collateral margins, and/or unperfected collateral positions. The possibility of loss of a portion of the loan balance cannot be ruled out. The repayment ability of the borrower is marginal or weak and the loan may have exhibited excessive overdue status or extensions and/or renewals.

Risk Grade 8 – Doubtful: Loans classified doubtful have all the weaknesses inherent in loans classified substandard, plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. However, these loans are not yet rated as loss because certain events may occur which would salvage the Bank's position, which can include, but not limited to (1) an injection of capital, (2) alternative financing, and (3) liquidation of assets or the pledging of additional collateral. Doubtful is a temporary grade where a loss is expected but is presently not quantified with any degree of accuracy. Once the loss position is determined, the amount is charged off against the allowance for credit losses.

Risk Grade 9 – Loss: Loans classified loss are considered uncollectable and of such little value that their continuance as assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer charging off the worthless loan, even though partial recovery may be effected in the future. Probable loss portions of doubtful loans are charged off promptly against the allowance for credit losses.

The following table presents the amortized cost of loans held for investment by internal loan risk grade by year of origination as of June 30, 2023. Also presented are current period gross charge-offs by loan type for the six months ended June 30, 2023.


	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans		Total
Commercial and industrial
Risk Grades 1 - 4	$	36,665	$	131,441	$	44,931	$	31,890	$	12,814	$	17,085	$	135,331	$	410,157
Risk Grades 5 - 6		28,363		1,904		9,964		6,793		450		1,827		17,375		66,676
Risk Grade 7		—		55,429		2,172		3,253		870		44		1,567		63,335
Risk Grade 8		—		5,338		36		—		—		—		379		5,753
Total		65,028		194,112		57,103		41,936		14,134		18,956		154,652		545,921
Current period gross charge-offs		—		198		39		—		625		9		7,224		8,095

Paycheck Protection Program
Risk Grades 1 - 4		—		—		7,234		—		—		—		—		7,234
Total		—		—		7,234		—		—		—		—		7,234

Real estate – construction, commercial
Risk Grades 1 - 4		4,684		56,296		46,538		16,193		2,345		8,865		10,820		145,741
Risk Grades 5 - 6		—		6,464		6,252		532		—		840		5,792		19,880
Risk Grade 7		—		—		—		—		—		242		—		242
Total		4,684		62,760		52,790		16,725		2,345		9,947		16,612		165,863
Current period gross charge-offs		—		—		—		—		—		28		—		28

Real estate – construction, residential
Risk Grades 1 - 4		27,215		39,151		7,998		347		1,194		71		2,046		78,022
Risk Grades 5 - 6		—		2,278		473		585		—		—		240		3,576
Risk Grade 7		21		580		—		—		—		—		—		601
Total		27,236		42,009		8,471		932		1,194		71		2,286		82,199

Real estate – mortgage, commercial
Risk Grades 1 - 4		29,516		268,410		113,715		153,897		44,080		144,333		11,689		765,640
Risk Grades 5 - 6		—		25,746		4,757		16,870		13,304		31,823		4,042		96,542
Risk Grade 7		—		—		6,307		2,180		131		8,831		98		17,547
Total		29,516		294,156		124,779		172,947		57,515		184,987		15,829		879,729

Real estate – mortgage, residential
Risk Grades 1 - 4		50,358		204,528		117,255		71,731		29,032		146,643		57,415		676,962
Risk Grades 5 - 6		35		8,570		24		1,605		2,482		6,475		1,189		20,380
Risk Grade 7		—		650		2,287		1,934		611		6,417		324		12,223
Total		50,393		213,748		119,566		75,270		32,125		159,535		58,928		709,565
Current period gross charge-offs		—		744		—		498		—		14		—		1,256

Real estate – mortgage, farmland
Risk Grades 1 - 4		—		729		1,424		—		1,549		1,624		211		5,537
Risk Grades 5 - 6		—		—		—		—		—		—		46		46
Total		—		729		1,424		—		1,549		1,624		257		5,583

Consumer
Risk Grades 1 - 4		23,641		17,070		4,779		3,875		1,854		970		9,043		61,232
Risk Grades 5 - 6		56		54		11		71		4		444		30		670
Risk Grade 7		15		159		125		118		85		106		—		608
Total		23,712		17,283		4,915		4,064		1,943		1,520		9,073		62,510
Current period gross charge-offs		571		156		131		23		41		27		1		950

Total Loans
Risk Grades 1 - 4	$	172,079	$	717,625	$	343,874	$	277,933	$	92,868	$	319,591	$	226,555	$	2,150,525
Risk Grades 5 - 6		28,454		45,016		21,481		26,456		16,240		41,409		28,714		207,770
Risk Grade 7		36		56,818		10,891		7,485		1,697		15,640		1,989		94,556
Risk Grade 8		—		5,338		36		—		—		—		379		5,753
Total	$	200,569	$	824,797	$	376,282	$	311,874	$	110,805	$	376,640	$	257,637	$	2,458,604
Total current period gross charge-offs	$	571	$	1,098	$	170	$	521	$	666	$	78	$	7,225	$	10,329

The table above includes one $5.3 million commercial and industrial loan classified as doubtful (risk grade 8) as of June 30, 2023, which was fully reserved as of the same date. There were no loans classified as loss (risk grade 9) as of June 30, 2023.

The following table presents an analysis of the change in the ACL by major loan segment for the period stated. Loan segments are presented as either commercial or consumer as follows:

•

Commercial – Commercial and industrial; PPP; real estate – construction, commercial; real estate – mortgage, commercial; and real estate – mortgage, farmland;

•

Consumer – real estate – construction, residential; real estate – mortgage, residential; and consumer.


	For the three months ended June 30, 2023
(Dollars in thousands)	Commercial			Consumer			Total
Balance, beginning of period	$	21,279		$	8,695		$	29,974
Charge-offs		(7,326	)		(1,694	)		(9,020	)
Recoveries		887			126			1,013
Net charge-offs		(6,439	)		(1,568	)		(8,007	)
Provision for credit losses - loans		19,524			1,576			21,100
Balance, end of period	$	34,364		$	8,703		$	43,067


	For the six months ended June 30, 2023
(Dollars in thousands)	Commercial			Consumer			Total
Balance, beginning of period	$	19,269		$	3,670		$	22,939
Impact of ASC 326 adoption		(470	)		4,492			4,022
Charge-offs		(8,125	)		(2,204	)		(10,329	)
Recoveries		1,005			230			1,235
Net charge-offs		(7,120	)		(1,974	)		(9,094	)
Provision for credit losses - loans		22,685			2,515			25,200
Balance, end of period	$	34,364		$	8,703		$	43,067

The increase in the ACL during the six months ended June 30, 2023 was primarily attributable to specific reserve needs of $14.1 million for a portfolio of specialty finance loans (classified as commercial and industrial loans) and $4.0 million due to the adoption of ASC 326 effective January 1, 2023. Of the $9.0 million and $10.3 million in gross loan charge-offs for the three and six months ended June 30, 2023, respectively, $7.0 million was attributable to one commercial and industrial loan that was fully charged-off in the second quarter of 2023.

Other than the aforementioned, there were no material changes to the assumptions, loss factors (both quantitative and qualitative), or reasonable and supportable forecasts used in the estimation of the ACL and the provision for credit losses for loans held for investment as of and for the six months ended June 30, 2023.

The following table presents the amortized cost of collateral-dependent loans as of the date stated.


(Dollars in thousands)	June 30, 2023
Commercial and industrial	$	94,743
Real estate – construction, commercial		5,792
Real estate – construction, residential		1,646
Real estate – mortgage, commercial		17,403
Real estate – mortgage, residential		1,735
Total collateral-dependent loans	$	121,319

Acquired Loans

As of June 30, 2023, the amortized cost of PCD loans totaled $57.1 million with an estimated ACL of $601 thousand. The remaining non-credit discount on PCD loans was $5.0 million as of June 30, 2023.

Modified Loans

The Company closely monitors the performance of borrowers experiencing financial difficulty to understand the effectiveness of its loan modification efforts.

The following table presents information on modified loans as of the date stated.


	June 30, 2023
(Dollars in thousands)	Number of Loans		Amortized Cost		Amortized Cost of Modified Loans to Gross Loans by Category			Financial Effect
Modification - term extension and forbearance
Commercial and industrial		1		37,250		6.82	%	See Note (1)
Real estate – mortgage, commercial		2		6,288		0.71	%	Forbearance agreements
Modification - interest-only
Real estate – mortgage, commercial		1		3,051		0.35	%	Interest-only payments for six months
Modification - term extension and interest-only
Real estate – mortgage, commercial		1		287		0.03	%	Term extension and interest-only payments for six months
Total		5	$	46,876		1.91	%
(1) This $37.3 million loan was modified via a forbearance agreement in the second quarter of 2023 under which the borrower defaulted in this same period. The Company received cash payments of $4.5 million in the six months ended June 30, 2023 for interest. This loan is collateral-dependent, is on nonaccrual status, and has a specific reserve of $8.0 million as of June 30, 2023.

The following table presents an aging analysis of the amortized cost of loans modified in the preceding 12 months as of the date stated.


	June 30, 2023
	Payment Status (Amortized Cost)
(Dollars in thousands)	Current Loans		30-89 Days Past Due		90+ Days Past Due		Nonaccrual		Total
Commercial and industrial	$	—	$	—	$	—	$	37,250	$	37,250
Real estate – mortgage, commercial		—		—		—		9,626		9,626
Total modified loans	$	—	$	—	$	—	$	46,876	$	46,876

None of the loans in the table above, other than the $37.3 million commercial and industrial loan on nonaccrual, had a payment default during the six months ended June 30, 2023.

Six residential mortgage loans with a total amortized cost of $645 thousand were in the process of foreclosure as of June 30, 2023, compared to none as of December 31, 2022.

Pre-ASC 326 Adoption Disclosures

Prior to the adoption of ASC 326 on January 1, 2023, the Company calculated the allowance for loan losses under the incurred loss methodology. The following disclosures are presented under this previously applicable GAAP for the applicable prior periods.

The following table presents the aging of the amortized cost of loans held for investment as of the date stated.


	December 31, 2022
(Dollars in thousands)	Current Loans			30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Nonaccrual		Total Past Due & Nonaccrual		PCI Loans		Total Loans
Commercial and industrial	$	585,487		$	488	$	279	$	—	$	2,314	$	3,081	$	1,481	$	590,049
Paycheck Protection Program		11,967			—		—		—		—		—		—		11,967
Real estate – construction, commercial		181,432			1,136		19		—		714		1,869		—		183,301
Real estate – construction, residential		73,972			1,416		1,204		—		—		2,620		7		76,599
Real estate – mortgage, commercial		799,378			6,199		297		6,234		1,658		14,388		51,223		864,989
Real estate – mortgage, residential		614,178			4,544		231		1,998		5,143		11,916		5,678		631,772
Real estate – mortgage, farmland		6,524			—		75		—		—		75		—		6,599
Consumer		45,461			880		200		28		495		1,603		359		47,423
Less: deferred loan fees, net of costs		(1,640	)		—		—		—		—		—		—		(1,640	)
Total Loans	$	2,316,759		$	14,663	$	2,305	$	8,260	$	10,324	$	35,552	$	58,748	$	2,411,059

The following table presents the aging of the amortized cost of PCI loans as of the date stated.


	December 31, 2022
(Dollars in thousands)	Current Loans		30-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Total Loans
Commercial and industrial	$	1,481	$	—	$	—	$	1,481
Real estate – construction, commercial		7		—		—		7
Real estate – mortgage, commercial		51,223		—		—		51,223
Real estate – mortgage, residential		5,324		354		—		5,678
Consumer		359		—		—		359
Total PCI Loans	$	58,394	$	354	$	—	$	58,748

The following table presents the outstanding principal balance and related recorded investment of acquired loans included in the consolidated balance sheet as of the date stated.


(Dollars in thousands)	December 31, 2022
PCI loans
Outstanding principal balance	$	64,911
Recorded investment		58,748
Purchased performing loans
Outstanding principal balance		513,461
Recorded investment		511,752
Total acquired loans
Outstanding principal balance		578,372
Recorded investment		570,500

The following table presents the changes in accretable yield for PCI loans for the periods stated.


(Dollars in thousands)	For the three months ended June 30, 2022			For the six months ended June 30, 2022
Balance, beginning of period	$	13,337		$	16,849
Accretion		(1,750	)		(5,262	)
Reclassification of nonaccretable difference due to improvement in expected cash flows		2,515			2,515
Other changes, net		(1,157	)		(1,157	)
Balance, end of period	$	12,945		$	12,945

The following table presents a summary of the loan portfolio individually and collectively evaluated for impairment as of the date stated.


	December 31, 2022
(Dollars in thousands)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total Loan Balances			Related Allowance for Loan Losses
PCI loans:
Commercial and industrial	$	—	$	1,481	$	1,481		$	—
Real estate – construction, commercial		—		7		7			—
Real estate – mortgage, commercial		—		51,223		51,223			3
Real estate – mortgage, residential		—		5,678		5,678			—
Consumer		—		359		359			—
Total PCI loans		—		58,748		58,748			3
Originated and purchased performing loans:
Commercial and industrial		39,247		549,321		588,568			15,272
Real estate – construction, commercial		521		182,773		183,294			1,637
Real estate – construction, residential		—		76,599		76,599			628
Real estate – mortgage, commercial		4,567		809,199		813,766			2,353
Real estate – mortgage, residential		835		625,259		626,094			1,760
Real estate – mortgage, farmland		—		6,599		6,599			4
Consumer		—		47,064		47,064			1,282
Total originated and purchased performing loans		45,170		2,296,814		2,341,984			22,936
Gross loans		45,170		2,355,562		2,400,732			22,939
Less: deferred loan fees, net of costs		—		—		(1,640	)		—
Total	$	45,170	$	2,355,562	$	2,399,092		$	22,939

The table above excludes PPP loans of $12.0 million as of December 31, 2022. PPP loans are fully guaranteed by the U.S. government; therefore, the Company recorded no allowance for loan losses for these loans.

The following tables present information related to impaired loans held for investment by loan type as of and for the dates stated.


	December 31, 2022
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance
With no specific allowance recorded:
Commercial and industrial	$	1,309	$	1,289	$	—
Real estate – construction, commercial		521		521		—
Real estate – mortgage, commercial		4,438		4,404		—
Real estate – mortgage, residential		835		834		—
With an allowance recorded:
Commercial and industrial	$	37,938	$	37,911	$	3,178
Real estate – mortgage, commercial		129		126		1
Total	$	45,170	$	45,085	$	3,179


	For the three months ended June 30, 2022				For the six months ended June 30, 2022
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no specific allowance recorded:
Commercial and industrial	$	6,203	$	12	$	5,754	$	74
Real estate – construction, commercial		521		8		523		8
Real estate – mortgage, commercial		6,254		100		9,067		148
Real estate – mortgage, residential		1,441		3		1,392		17
With an allowance recorded:
Commercial and industrial	$	6,619	$	33	$	4,955	$	33
Real estate – mortgage, commercial		3,570		2		1,829		2
Real estate – mortgage, residential		58		5		59		5
Total	$	24,666	$	163	$	23,579	$	287

Impaired loans also include TDRs, and as of December 31, 2022, there were 11 TDRs totaling $1.1 million.

The following table presents the analysis of the change in the allowance for loan losses by loan type for the period stated.


(Dollars in thousands)	For the three months ended June 30, 2022			For the six months ended June 30, 2022
Allowance for loan losses, beginning of period	$	12,013		$	12,121
Charge-offs
Commercial and industrial		(1,383	)		(3,746	)
Real estate – construction		—			(123	)
Real estate – mortgage		(1,079	)		(1,093	)
Consumer		(329	)		(605	)
Total charge-offs		(2,791	)		(5,567	)
Recoveries
Commercial and industrial		2			37
Real estate – construction		4			16
Real estate – mortgage		387			391
Consumer		133			250
Total recoveries		526			694
Net charge-offs		(2,265	)		(4,873	)
Provision for loan losses		7,494			9,994
Allowance for loan losses, end of period	$	17,242		$	17,242

The following table presents the amortized cost of loans held for investment by internal loan risk grade as of the date stated.


	December 31, 2022
(Dollars in thousands)	Grade 1 Prime		Grade 2 Desirable		Grade 3 Good		Grade 4 Acceptable		Grade 5 Pass/Watch		Grade 6 Special Mention		Grade 7 Substandard		Total
PCI loans:
Commercial and industrial	$	—	$	—	$	—	$	1,369	$	—	$	112	$	—	$	1,481
Real estate – construction, commercial		—		—		—		7		—		—		—		7
Real estate – mortgage, commercial		—		—		—		22,778		26,059		1,700		686		51,223
Real estate – mortgage residential		—		—		—		1,453		1,985		—		2,240		5,678
Consumer		—		—		—		—		353		—		6		359
Total PCI loans		—		—		—		25,607		28,397		1,812		2,932		58,748
Originated and purchased performing loans:
Commercial and industrial		318		885		193,144		312,278		38,552		2,834		40,557		588,568
Paycheck Protection Program		11,967		—		—		—		—		—		—		11,967
Real estate – construction, commercial		—		361		14,223		156,027		8,504		3,365		814		183,294
Real estate – construction, residential		—		—		3,110		72,327		1,162		—		—		76,599
Real estate – mortgage, commercial		—		2,330		187,648		561,554		54,352		2,048		5,834		813,766
Real estate – mortgage residential		—		7,311		233,697		365,511		11,858		—		7,717		626,094
Real estate – mortgage, farmland		549		—		1,315		4,609		126		—		—		6,599
Consumer		197		—		21,330		24,731		256		—		550		47,064
Total originated and purchased performing loans		13,031		10,887		654,467		1,497,037		114,810		8,247		55,472		2,353,951
Gross loans	$	13,031	$	10,887	$	654,467	$	1,522,644	$	143,207	$	10,059	$	58,404	$	2,412,699
Less: deferred loan fees, net of costs																(1,640	)
Total															$	2,411,059

There were no loans classified as doubtful or loss as of December 31, 2022.

Note 5 – Goodwill and Other Intangible Assets

Goodwill and other intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exist that indicate that an impairment test should be performed. Intangible assets with definite useful lives are amortized over their estimated useful lives, which range from 5 to 12 years.

Goodwill is the only intangible asset with an indefinite life on the consolidated balance sheets.

As of June 30, 2023 and December 31, 2022, the Company's goodwill totaled $26.8 million.

The following table presents information on amortizable intangible assets included on the consolidated balance sheets as of the dates stated.


	June 30, 2023
(Dollars in thousands)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Core deposit intangibles	$	9,626	$	(4,977	)	$	4,649
Other amortizable intangibles		3,318		(2,042	)		1,276
Total	$	12,944	$	(7,019	)	$	5,925

	December 31, 2022
(Dollars in thousands)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Core deposit intangibles	$	9,626	$	(4,330	)	$	5,296
Other amortizable intangibles		3,282		(1,995	)		1,287
Total	$	12,908	$	(6,325	)	$	6,583

Included in other amortizable intangibles were loan servicing assets of $1.3 million and $876 thousand at June 30, 2023 and December 31, 2022, respectively, related to the servicing of the government guaranteed portion of certain loans that the Company has sold. Loan servicing assets of $405 thousand were added during the six months ended June 30, 2023. The amortization of these intangibles is included in interest and fees on loans in the consolidated statements of operations totaled ($113 thousand) and $96 thousand for the three months ended June 30, 2023 and 2022, respectively, and $4 thousand and $134 thousand for the six months ended June 30, 2023 and June 30, 2022, respectively.

The Company retains servicing rights on residential mortgages originated and sold into the secondary market. The fair value of MSR assets was $28.2 million and $29.0 million as of June 30, 2023 and December 31, 2022, respectively.

Note 6 – Borrowings

FHLB Borrowings

The Bank has a line of credit from the FHLB secured by pledged qualifying real estate loans and securities. At June 30, 2023 and December 31, 2022, based on pledged collateral, the line totaled $572.7 million and $525.1 million, respectively. The FHLB will lend up to 30% of the Bank’s total assets as of the prior quarter end, subject to certain eligibility requirements, including adequate collateral. The Bank had borrowings from the FHLB totaling $219.1 million and $311.7 million at June 30, 2023 and December 31, 2022, respectively. FHLB borrowings required the Bank to hold $10.9 million and $14.7 million of FHLB stock at June 30, 2023 and December 31, 2022, respectively, which is included in restricted equity investments on the consolidated balance sheets. The Bank also has letters of credit issued by the FHLB in the amount of $67.6 million as of June 30, 2023 for the purpose of collateral for public deposits with the Treasury Board of the Commonwealth of Virginia. Outstanding letters of credit reduce the available balance of the borrowing facility with the FHLB, which was $286.0 million as of June 30, 2023.

The following table presents information regarding FHLB advances outstanding as of the date stated.


	June 30, 2023
(Dollars in thousands)	Balance		Origination Date	Stated Interest Rate			Maturity Date
Fixed Rate Credit	$	50,000	3/15/2023		4.07	%	3/15/2027
Fixed Rate Credit		50,000	5/2/2023		3.87	%	5/3/2027
Fixed Rate Credit		50,000	5/4/2023		3.52	%	5/4/2028
Daily Rate Credit		69,100	5/8/2023		5.32	%	5/8/2024
Total FHLB borrowings	$	219,100

FRB Borrowings

Advances under the BTFP are up to a one-year term and are priced at the one-year overnight index swap rate plus 10 basis points, which is fixed for the term on the advance date. Advances can be repaid at any time without penalty. As of June 30, 2023, the Company had an immediately available line through the BTFP of $100.5 million, of which the Company had drawn one advance for $65.0 million, maturing May 10, 2024, with a fixed interest rate of 4.74%. As of June 30, 2023, availability through the FRB Discount Window was $11.1 million. As of June 30, 2023 and December 31, 2022, the Company had no outstanding borrowings through the FRB Discount Window.

Other Borrowings

The Company had unsecured lines of credit with correspondent banks, which totaled $28.0 million as of both June 30, 2023 and December 31, 2022. These lines bear interest at the prevailing rates for such loans and are cancellable any time by the correspondent bank. As of June 30, 2023 and December 31, 2022, none of these lines of credit with correspondent banks were drawn upon.

The Company had $39.9 million of subordinated notes, net, outstanding as of both June 30, 2023 and December 31, 2022. The Company's subordinated notes are comprised of an issuance in October 2019 maturing October 15, 2029 (the “2029 Notes”) and an issuance in May 2020 maturing June 1, 2030 (the “2030 Note”). As of June 30, 2023, the net carrying amount of the 2029 Notes was $25.1 million, inclusive of a $629 thousand purchase accounting adjustment (premium). For the three months ended June 30, 2023 and 2022, the effective interest rate on the 2029 Notes was 4.99% and 4.94%, respectively, inclusive of the amortization of the purchase accounting adjustment (premium). For the six months ended June 30, 2023 and 2022, the effective interest rate on the 2029 Notes was 5.04% and 5.01%, respectively, inclusive of the amortization of the purchase accounting adjustment (premium). As of June 30, 2023, the net carrying amount of the 2030 Note, including capitalized, unamortized debt issuance costs, was $14.8 million. For the three and six months ended June 30, 2023 and 2022, the effective interest rate on the 2030 Note was 6.10%.

Note 7 – Derivative Financial Instruments and Hedging Activities

The Company enters into interest rate swap agreements to accommodate the needs of its banking customers. The Company mitigates the interest rate risk entering into these swap agreements by entering into equal and offsetting swap agreements with highly-rated third-party financial institutions. These back-to-back swap agreements are free-standing derivatives and are recorded at fair value in the consolidated balance sheets (asset positions are included in other assets and liability positions are included in other liabilities).

The following tables present the notional and fair value of interest rate swap agreements as of the dates stated.


	June 30, 2023
(Dollars in thousands)	Notional Amount		Fair Value
Interest rate swap agreement
Receive fixed/pay variable swaps	$	1,974	$	(95	)
Pay fixed/receive variable swaps		1,974		95

	December 31, 2022
(Dollars in thousands)	Notional Amount		Fair Value
Interest rate swap agreement
Receive fixed/pay variable swaps	$	2,178	$	(95	)
Pay fixed/receive variable swaps		2,178		95

As part of its efforts to sell originated government guaranteed and conventional residential mortgages into the secondary market, the Bank had entered into $9.0 million and $11.7 million of rate lock commitments with borrowers, net of expected fallout, as of June 30, 2023 and December 31, 2022, respectively. Additionally, $10.2 million and $12.8 million of closed loan inventory waiting for sale were hedged by $16.0 million and $21.5 million in forward to-be-announced mortgage-backed securities as of June 30, 2023 and December 31, 2022, respectively. Mortgage derivative assets totaled $305 thousand and $112 thousand as of June 30, 2023 and December 31, 2022, respectively, and mortgage derivative liabilities were $0 thousand and $24 thousand as of June 30, 2023 and December 31, 2022, respectively.

Mortgage derivative assets and liabilities are included in other assets and other liabilities, respectively, in the consolidated balance sheets.

Note 8 – Stock-Based Compensation

The Company grants time-based restricted stock awards (“time-based RSAs”) to employees and directors under the Blue Ridge Bankshares, Inc. 2023 Stock Incentive Plan, which was approved by shareholders at the Company’s 2023 annual meeting of shareholders on June 14, 2023 and replaced the Company’s prior stock-based compensation plan, the Blue Ridge Bankshares, Inc. Equity Incentive Plan, effective such date. Time-based RSAs are considered fixed awards as the number of shares and fair value are both known at the date of grant, and the fair value of the award at the grant date is amortized over the requisite service period, which is generally three years. Beginning in 2022, the Company began granting performance-based restricted stock awards (“PSAs”) to employees, in addition to time-based RSAs. PSAs vest at the end of a three-year period contingent on the Company's achievement of financial goals and are being expensed on a straight-line basis over the same period with adjustments periodically based on projected achievement of the performance target, which may change the number of PSA shares that will ultimately vest. Time-based RSAs carry voting and dividend rights, while PSAs carry voting rights and are subject to deferred dividend payout restrictions.

Compensation expense recognized in the consolidated statements of operations related to time-based RSAs and PSAs, net of forfeitures, was $457 thousand and $936 thousand for the three and six months ended June 30, 2023, respectively, and was $374 thousand and $729 thousand for the three and six months ended June 30, 2022, respectively. During the six months ended June 30, 2023, no grants of time-based RSAs or PSAs were made, while forfeitures relating to 26,841 shares of the Company's common stock resulted due to employee terminations. As of June 30, 2023, time-based RSAs and PSAs relating to 281,523 shares of the Company's common stock were outstanding, and unrecognized compensation expense related to these awards totaled $1.7 million.

During the first six months of 2023, stock options relating to 3,750 shares were exercised and stock options relating to 1,875 shares expired, resulting in stock options relating to 47,049 shares remaining outstanding as of June 30, 2023. These options were assumed by the Company in connection with the Bay Banks Merger and expire between March 2024 and December 2029.

Note 9 – Leases

The Company’s long-term lease agreements are classified as operating leases and consist primarily of real estate for retail branches and office space. Certain of these leases offer the option to extend the lease term and such extensions are included in the calculation of the lease liabilities to the extent the options are reasonably assured of being exercised. The lease agreements do not provide for residual value guarantees and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The following tables present information about the Company’s leases as of the dates and for the periods stated.


	For the three months ended				For the six months ended
(Dollars in thousands)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Operating lease cost	$	526	$	654	$	1,241	$	1,210
Total lease cost		526		654		1,241		1,210
Cash paid for amounts included in the measurement of lease liabilities		546		341		1,145		1,077


(Dollars in thousands)	June 30, 2023			December 31, 2022
Right-of-use assets	$	5,744		$	6,903
Lease liabilities	$	6,765		$	7,860
Weighted average remaining lease term (years)		5.76			5.85
Weighted average discount rate		2.41	%		2.40	%

The following table presents a maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities as of the date stated.


(Dollars in thousands)	June 30, 2023
Six months ending December 31, 2023	$	889
Twelve months ending December 31, 2024		1,445
Twelve months ending December 31, 2025		1,116
Twelve months ending December 31, 2026		1,049
Twelve months ending December 31, 2027		963
Thereafter		1,771
Total undiscounted cash flows		7,233
Discount		(468	)
Lease liabilities	$	6,765

Note 10 – Fair Value

The fair value of a financial instrument is the current amount that would be exchanged between willing parties in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.

Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The Company records fair value adjustments to certain assets and liabilities and determines fair value disclosures utilizing a definition of fair value of assets and liabilities that states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Additional considerations are involved to determine the fair value of financial assets in markets that are not active.

The Company uses a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy based on these two types of inputs are as follows:


Level 1 –		Valuation is based on quoted prices in active markets for identical assets and liabilities.
Level 2 –		Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.
Level 3 –		Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements.

Securities

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly-liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions, and certain corporate, asset-backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. The carrying value of restricted FRB and FHLB stock approximates fair value based upon the redemption provisions of each entity and is therefore excluded from the following table.

Rabbi trust assets

The Company's rabbi trust is associated with a deferred compensation plan. The assets held by the rabbi trust are invested at the direction of the individual participants and are generally invested in marketable investment securities, such as common stocks and mutual funds or short-term investments (e.g., cash) (Level 1). Rabbi trust assets and the associated deferred compensation plan liability are included in other assets and other liabilities, respectively, in the consolidated balance sheets.

Derivative financial instruments

Derivative instruments used to hedge residential mortgage loans held for sale and the related interest rate lock commitments include forward commitments to sell mortgage loans and are reported at fair value utilizing Level 2 inputs. The fair values of derivative financial instruments are based on derivative market data inputs as of the valuation date and the underlying value of mortgage loans for rate lock commitments.

The Company has interest rate swap assets and liabilities associated with certain customer commercial loans. The interest rate swap asset with the customer is offset with an equal swap agreement with a highly rated third-party financial institution (i.e., “back-to-back”). Both the interest rate swap assets and liabilities are free-standing derivatives and are recorded at fair value utilizing Level 2 inputs.

The following tables present the balances of financial assets measured at fair value on a recurring basis as of the dates stated.


	June 30, 2023
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Securities available for sale
State and municipals	$	50,909	$	—	$	50,909	$	—
U.S. Treasury and agencies		60,702		—		60,702		—
Mortgage backed securities		192,042		—		184,598		7,444
Corporate bonds		36,964		—		28,665		8,299
Total securities available for sale	$	340,617	$	—	$	324,874	$	15,743
Other assets
MSR assets	$	28,246	$	—	$	—	$	28,246
Rabbi trust assets		584		584		—		—
Mortgage derivative asset		305		—		305		—
Interest rate swap asset		95		—		95		—
Other liabilities
Interest rate swap liability	$	95	$	—	$	95	$	—


	December 31, 2022
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Securities available for sale
State and municipals	$	50,993	$	—	$	50,993	$	—
U.S. Treasury and agencies		67,162		—		67,162		—
Mortgage backed securities		196,336		—		188,719		7,617
Corporate bonds		39,850		—		35,561		4,289
Total securities available for sale	$	354,341	$	—	$	342,435	$	11,906
Other assets
MSR assets	$	28,991	$	—	$	—	$	28,991
Rabbi trust assets		584		584		—		—
Mortgage derivative asset		112		—		112		—
Interest rate swap asset		95		—		95		—
Other liabilities
Mortgage derivative liability	$	24	$	—	$	24	$	—
Interest rate swap liability		95		—		95		—

The following table presents the change in corporate bonds and mortgage backed securities using Level 3 inputs for the periods stated.


(Dollars in thousands)	Corporate Bonds		Mortgage Backed Securities
Balance as of December 31, 2022	$	4,289	$	7,617
Transfers from Level 2 to Level 3		4,000		—
Fair value adjustments		10		(173	)
Balance as of June 30, 2023	$	8,299	$	7,444

As of June 30, 2023, 11 corporate bonds totaling $8.3 million and six mortgage backed securities totaling $7.4 million were reported at their respective amortized cost and as Level 3 assets in the fair value hierarchy, as there were no observable market prices for similar investments. The $4.0 million transfer from Level 2 to Level 3 inputs for corporate bonds in the first six months of 2023 was attributable to one security for which a fair value could not be obtained as of June 30, 2023.

Mortgage Servicing Rights

A third-party model is used to determine the fair value of the Company’s MSR assets. The model establishes pools of performing loans, calculates projected future cash flows for each pool, and applies a discount rate to each pool. As of June 30, 2023 and December 31, 2022, the Company was servicing approximately $2.15 billion and $2.16 billion of loans, respectively. Loans are segregated into homogenous pools based on loan term, interest rates, and other similar characteristics. Cash flows are then estimated based on net servicing fee income and utilizing assumed servicing costs and prepayment speeds. The weighted average net servicing fee income of the portfolio was 28.3 basis points as of June 30, 2023. Estimated base annual servicing costs were $75.00 to $85.00 per loan depending on the guarantor. Prepayment speeds in the model are based on empirically derived data for mortgage pool factors and differences between a mortgage pool’s weighted average coupon and its current mortgage rate. The weighted average prepayment speed assumption used in the fair value model was 8.06% as of June 30, 2023. A base discount rate of 9.50% to 11.50% (9.92% weighted average discount rate) was then applied to each pool’s projected future cash flows as of June 30, 2023. The discount rate is intended to represent the estimated market yield for the highest quality grade of comparable servicing. MSR assets are classified as Level 3.

The following table presents the change in MSR assets as of the dates and for the periods stated.


(Dollars in thousands)	MSR Assets
Balance as of December 31, 2022	$	28,991
Additions		619
Fair value adjustments		(1,364	)
Balance as of June 30, 2023	$	28,246

Certain financial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. The following describes the valuation techniques used by the Company to measure certain financial assets recorded at fair value on a nonrecurring basis in the financial statements.

Other Equity Investments

The fair value of other equity investments, including the Company's investments in certain fintech companies, is based on either observable market prices, if available, or observable market transactions for identical or significantly similar investments (Level 2).

Collateral-dependent Loans

Collateral-dependent loans with specific reserves are carried at fair value, which equals the estimated market value of the collateral less estimated costs to sell. Collateral may be in the form of real estate, securities, or business assets, including equipment, inventory, and accounts receivable. A loan may have multiple types of collateral; however, the majority of the Company’s loan collateral is real estate. The value of real estate collateral is generally determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2).

However, if the collateral value is significantly adjusted due to differences in the comparable properties or is discounted by the Company because of lack of marketability, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant or the net book value on the applicable borrower’s financial statements if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Fair value adjustments are recorded in the period incurred as provision for credit losses on the consolidated statements of operations.

Loans Held for Sale

Mortgage loans originated or purchased and intended for sale in the secondary market (i.e., loans held for sale) are carried at estimated market value in the aggregate. Changes in fair value are recognized in residential mortgage banking income, including MSRs, on the consolidated statements of operations (Level 2).

Certain consumer loans originated by the Bank and sourced by fintech partners are classified on the consolidated balance sheets as held for sale. After origination, these loans are sold directly to the applicable fintech partner or another investor at par, generally up to 10 days from origination. Due to the relatively short time between origination and sale, these loans are held at cost, which approximates fair value (Level 2).

Government guaranteed loans, or portions thereof, intended for sale in the secondary market are classified as held for sale on the consolidated balance sheets and carried at the lower of cost or estimated fair market value (Level 2).

Other Real Estate Owned (“OREO”)

Certain assets such as OREO are measured at fair value less estimated costs to sell. Valuation of OREO is generally determined using current appraisals from independent appraisers (Level 2). If current appraisals cannot be obtained prior to reporting dates, or if declines in value are identified after a recent appraisal is received, appraisal values are discounted, resulting in Level 3 estimates. If the Company markets the property with a real estate agent or broker, estimated selling costs reduce the listing price, resulting in a valuation based on Level 3 inputs.

The following tables summarize assets that were measured at fair value on a nonrecurring basis as of the dates stated.


	June 30, 2023
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Other equity investments	$	22,693	$	—	$	22,693	$	—
Collateral-dependent loans		78,311		—		—		78,311
Loans held for sale		64,102		—		64,102		—


	December 31, 2022
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Other equity investments	$	23,776	$	—	$	23,776	$	—
Impaired loans - Pre-ASC 326		34,888		—		—		34,888
Loans held for sale		69,534		—		69,534		—
OREO		195		—		—		195

The following tables present quantitative information about Level 3 fair value measurements as of the dates stated.


(Dollars in thousands)	Balance as of June 30, 2023		Unobservable Input	Range
Collateral-dependent loans
Discounted appraised value technique		78,311	Selling Costs		7	%


(Dollars in thousands)	Balance as of December 31, 2022		Unobservable Input	Range
Impaired loans - Pre-ASC 326
Discounted appraised value technique		34,743	Selling Costs	7% - 10%
Discounted cash flows technique		145	Discount Rate	4% - 11%
OREO
Discounted appraised value technique		195	Selling Costs		7	%

Fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practical to estimate the value is based upon the characteristics of the instruments and relevant market information. Financial instruments include cash, evidence of ownership in an entity, or contracts that convey or impose on an entity that contractual right or obligation to either receive or deliver cash for another financial instrument. The information used to determine fair value is highly subjective and judgmental in nature and, therefore, the results may not be precise. Subjective factors include, among other things, estimates of cash flows, risk characteristics, credit quality, and interest rates, all of which are subject to change. Since the fair value is estimated as of the balance sheet date, the amounts that will actually be realized or paid upon settlement or maturity on these various instruments could be significantly different.

The following tables present the estimated fair values, related carrying amounts, and valuation level of the financial instruments as of the dates stated.


	June 30, 2023
					Fair Value Measurements
(Dollars in thousands)	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial Assets
Cash and due from banks	$	131,843	$	131,843	$	131,843	$	—	$	—
Federal funds sold		2,492		2,492		2,492		—		—
Securities available for sale		340,617		340,617		—		324,874		15,743
Restricted equity investments		17,538		17,538		—		17,538		—
Other equity investments		22,693		22,693		—		22,693		—
Other investments		27,157		27,157		—		—		27,157
PPP loans receivable, net		7,234		7,234		—		—		7,234
Loans held for investment, net		2,408,630		2,329,532		—		—		2,329,532
Accrued interest receivable		15,474		15,474		—		15,474		—
Bank owned life insurance		47,828		47,828		—		47,828		—
MSR assets		28,246		28,246		—		—		28,246
Financial Liabilities
Noninterest-bearing demand deposits	$	575,989	$	575,989	$	575,989	$	—	$	—
Interest-bearing demand and money market deposits		1,293,754		1,293,754		—		1,293,754		—
Savings deposits		131,332		131,332		—		131,332
Time deposits		612,019		608,923		—		—		608,923
FHLB borrowings		219,100		223,296		—		223,296		—
FRB borrowings		65,000		65,000		—		65,000		—
Subordinated notes, net		39,888		37,094		—		—		37,094


	December 31, 2022
					Fair Value Measurements
(Dollars in thousands)	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial Assets
Cash and due from banks	$	77,274	$	77,274	$	77,274	$	—	$	—
Federal funds sold		1,426		1,426		1,426		—		—
Securities available for sale		354,341		354,341		—		342,435		11,906
Restricted equity investments		21,257		21,257		—		21,257		—
Other equity investments		23,776		23,776		—		23,776		—
Other investments		24,672		24,672		—		—		24,672
PPP loans receivable, net		11,967		11,967		—		—		11,967
Loans held for investment, net		2,376,153		2,321,042		—		—		2,321,042
Accrued interest receivable		12,393		12,393		—		12,393		—
Bank owned life insurance		47,245		47,245		—		47,245		—
MSR assets		28,991		28,991		—		—		28,991
Financial Liabilities
Noninterest-bearing demand deposits	$	640,101	$	640,101	$	640,101	$	—	$	—
Interest-bearing demand and money market deposits		1,318,799		1,318,799		—		1,318,799		—
Savings deposits		151,646		151,646		—		151,646		—
Time deposits		391,961		352,294		—		—		352,294
FHLB borrowings		311,700		311,700		—		311,700		—
FRB borrowings		51		51		—		51		—
Subordinated notes, net		39,920		37,689		—		—		37,689

Note 11 – Minimum Regulatory Capital Requirements

Pursuant to the final rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks (the “Basel III rules”), the Bank must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios of 2.50% for all ratios, except the tier 1 leverage ratio. If a banking organization dips into its capital conservation buffer, it is subject to limitations on certain activities, including payment of dividends, share repurchases, and discretionary compensation to certain officers.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized; although, these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. As of June 30, 2023 and December 31, 2022, the Bank met the capital requirements to be classified as well capitalized.

As previously noted, the Company adopted CECL effective January 1, 2023. Federal and state banking regulations allow financial institutions to irrevocably elect to phase-in the after-tax cumulative effect adjustment at adoption to retained earnings (“CECL Transitional Amount”) over a three-year period. The three-year phase-in of the CECL Transitional Amount to regulatory capital will be 25%, 50%, and 25% in 2023, 2024, and 2025, respectively. The Bank made this irrevocable election effective with its first quarter 2023 call report.

The following tables present the capital and capital ratios to which the Bank is subject and the amounts and ratios to be adequately and well capitalized as of the dates stated. Adequately capitalized ratios include the conversation buffer, if applicable. The CECL Transitional Amount was $5.5 million, of which $1.4 million reduced the regulatory capital amounts and capital ratios as of June 30, 2023.


	June 30, 2023
	Actual					For Capital Adequacy Purposes					To Be Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	298,815		10.77	%	$	291,324		10.50	%	$	277,451		10.00	%
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	257,195		9.27	%	$	235,831		8.50	%	$	221,959		8.00	%
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	257,195		9.27	%	$	194,214		7.00	%	$	180,342		6.50	%
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A.	$	257,195		7.86	%	$	130,888		4.00	%	$	163,610		5.00	%


	December 31, 2022
	Actual					For Capital Adequacy Purposes					To Be Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	303,876		11.22	%	$	284,376		10.50	%	$	270,834		10.00	%
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	279,125		10.31	%	$	230,122		8.50	%	$	216,586		8.00	%
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	279,125		10.31	%	$	189,513		7.00	%	$	175,976		6.50	%
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A.	$	279,125		9.25	%	$	120,703		4.00	%	$	150,878		5.00	%

Note 12 – Commitments and Contingencies

In the ordinary course of operations, the Company offers various financial products to its customers to meet their credit and liquidity needs. These instruments involve elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and stand-by letters of credit written is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional commitments as it does for on-balance sheet commitments.

Subject to its normal credit standards and risk monitoring procedures, the Company makes contractual commitments to extend credit. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. As of June 30, 2023 and December 31, 2022, the Company had outstanding loan commitments of $679.1 million and $736.1 million, respectively.

Conditional commitments are issued by the Company in the form of financial stand-by letters of credit, which guarantee payment to the underlying beneficiary (i.e., third party) if the customer fails to meet its designated financial obligation. As of June 30, 2023 and December 31, 2022, commitments under outstanding financial stand-by letters of credit totaled $29.5 million and $29.8 million, respectively. The credit risk of issuing financial stand-by letters of credit can be greater than the risk involved in extending loans to customers.

Upon the adoption of ASC 326 on January 1, 2023, the Company recorded an increase in its reserve for unfunded commitments of $3.7 million. Most of this increase was attributable to higher funding assumptions of the underlying credit commitments, based on industry data available. For the three and six months ended June 30, 2023, the Company recorded a reduction in the provision for credit losses for unfunded commitments of $600 thousand and $1.0 million, respectively, which was primarily attributable to lower balances of loan commitments.

As of June 30, 2023, the reserve for unfunded commitments was $4.5 million compared to $1.8 million as of December 31, 2022.

The Company invests in various partnerships, limited liability companies, and SBIC funds. Pursuant to these investments, the Company commits to an investment amount to be fulfilled in future periods. At June 30, 2023, the Company had future commitments outstanding totaling $17.9 million related to these investments.

Note 13 – Earnings Per Share

The following table shows the calculation of basic and diluted earnings per share ("EPS") and the weighted average number of shares outstanding used in computing EPS and the effect on the weighted average number of shares outstanding of dilutive potential common stock for the periods stated. Basic EPS amounts are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding (the denominator). Diluted EPS amounts assume the conversion, exercise, or issuance of all potential common stock instruments, unless the effect would be to reduce the loss or increase earnings per common share. Potential dilutive common stock instruments include exercisable stock options and PSAs. For the three and six months ended June 30, 2023, all outstanding stock options and PSAs of the Company’s common stock were considered anti-dilutive and excluded from the computation of diluted EPS, due to the net loss in the same respective periods. For the three and six months ended June 30, 2022, no stock options for the Company's common stock were considered anti-dilutive and excluded from the computation of diluted EPS, and there were no outstanding PSAs during these periods.


	For the three months ended					For the six months ended
(Dollars in thousands, except per share data)	June 30, 2023			June 30, 2022		June 30, 2023			June 30, 2022
Weighted average common shares outstanding, basic		18,850,625			18,766,542		18,853,553			18,769,384
Effect of dilutive securities		—			11,666		—			14,502
Weighted average common shares outstanding, dilutive		18,850,625			18,778,208		18,853,553			18,783,886

Net (loss) income:
Net (loss) income from continuing operations		(19,464	)	$	1,118	$	(17,860	)	$	18,538
Net income from discontinued operations		—			—		—			337
Net income from discontinued operations attributable to noncontrolling interest		—			—		—			(1	)
Net (loss) income attributable to Blue Ridge Bankshares, Inc.	$	(19,464	)	$	1,118	$	(17,860	)	$	18,874

Basic and diluted (loss) earnings per share:
(Loss) earnings per share from continuing operations	$	(1.03	)	$	0.06	$	(0.95	)	$	0.99
(Loss) earnings per share from discontinued operations		—			—		—			0.02
(Loss) earnings per share attributable to Blue Ridge Bankshares, Inc.	$	(1.03	)	$	0.06	$	(0.95	)	$	1.01

Note 14 – Business Segments

The Company has three reportable business segments: commercial banking, mortgage banking, and holding company activities. The commercial banking business segment makes loans to and generates deposits from individuals and businesses, while offering a wide array of general banking activities to its customers. It is distinct from the Company's mortgage banking division, which concentrates on individual mortgage lending and sales activities. Activities at the holding company (or parent level) are primarily associated with investments, borrowings, and certain noninterest expenses.

The following tables present statement of operations items and assets by segment as of the dates and for the periods stated.


	As of and for the three months ended June 30, 2023
(Dollars in thousands)	Commercial Banking			Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
NET INTEREST INCOME
Interest income	$	38,553		$	415	$	5		$	—		$	38,973
Interest expense		17,853			170		547			—			18,570
Net interest income		20,700			245		(542	)		—			20,403
Provision for credit losses		20,500			—		—			—			20,500
Net interest income after provision for credit losses		200			245		(542	)		—			(97	)
NONINTEREST INCOME
Residential mortgage banking income, including MSRs		712			3,583		—			—			4,295
Gain on sale of guaranteed government loans		2,384			—		—			—			2,384
Service charges on deposit accounts		349			—		—			—			349
Increase in cash surrender value of bank owned life insurance		292			—		—			—			292
Other income		2,797			—		(282	)		(99	)		2,416
Total noninterest income		6,534			3,583		(282	)		(99	)		9,736
NONINTEREST EXPENSE
Salaries and employee benefits		12,233			2,285		—			—			14,518
Other operating expenses		15,917			1,392		2,324			(99	)		19,534
Total noninterest expense		28,150			3,677		2,324			(99	)		34,052
(Loss) income from continuing operations before income tax expense		(21,416	)		151		(3,148	)		—			(24,413	)
Income tax (benefit) expense		(4,322	)		34		(661	)		—			(4,949	)
Net (loss) income	$	(17,094	)	$	117	$	(2,487	)	$	—		$	(19,464	)
Total assets as of June 30, 2023	$	3,141,817		$	41,124	$	273,280		$	(241,797	)	$	3,214,424


	As of and for the three months ended June 30, 2022
(Dollars in thousands)	Commercial Banking			Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
NET INTEREST INCOME
Interest income	$	25,725		$	337	$	181		$	—		$	26,243
Interest expense		1,402			93		658			—			2,153
Net interest income		24,323			244		(477	)		—			24,090
Provision for credit losses		7,494			—		—			—			7,494
Net interest income after provision for credit losses		16,829			244		(477	)		—			16,596
NONINTEREST INCOME
Residential mortgage banking income, including MSRs		(25	)		5,985		—			—			5,960
Gain on sale of guaranteed government loans		1,538					—			—			1,538
Service charges on deposit accounts		327			—		—			—			327
Increase in cash surrender value of bank owned life insurance		276			—		—			—			276
Other income		2,457			—		(173	)		(195	)		2,089
Total noninterest income		4,573			5,985		(173	)		(195	)		10,190
NONINTEREST EXPENSE
Salaries and employee benefits		10,916			4,957		—			—			15,873
Other operating expenses		8,506			761		381			(195	)		9,453
Total noninterest expense		19,422			5,718		381			(195	)		25,326
Income (loss) from continuing operations before income tax expense		1,980			511		(1,031	)		—			1,460
Income tax expense (benefit)		389			108		(155	)		—			342
Net income (loss) from continuing operations	$	1,591		$	403	$	(876	)	$	—		$	1,118
Total assets as of June 30, 2022	$	2,712,209		$	55,335	$	316,891		$	(284,792	)	$	2,799,643


	As of and for the six months ended June 30, 2023
(Dollars in thousands)	Commercial Banking			Mortgage Banking			Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
NET INTEREST INCOME
Interest income	$	81,295		$	720		$	11		$	—		$	82,026
Interest expense		32,855			309			1,100			—			34,264
Net interest income		48,440			411			(1,089	)		—			47,762
Provision for credit losses		24,200			—			—			—			24,200
Net interest income after provision for credit losses		24,240			411			(1,089	)		—			23,562
NONINTEREST INCOME
Residential mortgage banking income, including MSRs		642			4,956			—			—			5,598
Gain on sale of guaranteed government loans		4,793			—			—			—			4,793
Service charges on deposit accounts		692			—			—			—			692
Increase in cash surrender value of bank owned life insurance		574			—			—			—			574
Other income		5,885			—			(325	)		(198	)		5,362
Total noninterest income		12,586			4,956			(325	)		(198	)		17,019
NONINTEREST EXPENSE
Salaries and employee benefits		24,861			4,946			—			—			29,807
Other operating expenses		27,127			2,877			3,286			(198	)		33,092
Total noninterest expense		51,988			7,823			3,286			(198	)		62,899
Loss from continuing operations before income tax expense		(15,162	)		(2,456	)		(4,700	)		—			(22,318	)
Income tax benefit		(2,922	)		(549	)		(987	)		—			(4,458	)
Net loss	$	(12,240	)	$	(1,907	)	$	(3,713	)	$	—		$	(17,860	)
Total assets as of June 30, 2023	$	3,141,817		$	41,124		$	273,280		$	(241,797	)	$	3,214,424


	As of and for the six months ended June 30, 2022
(Dollars in thousands)	Commercial Banking			Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
NET INTEREST INCOME
Interest income	$	50,908		$	928	$	209		$	—		$	52,045
Interest expense		2,948			128		1,211			—			4,287
Net interest income		47,960			800		(1,002	)		—			47,758
Provision for credit losses		9,994			—		—			—			9,994
Net interest income after provision for credit losses		37,966			800		(1,002	)		—			37,764
NONINTEREST INCOME
Residential mortgage banking income, including MSRs		176			15,343		—			—			15,519
Gain on sale of guaranteed government loans		2,965			—		—			—			2,965
Service charges on deposit accounts		642			—		—			—			642
Increase in cash surrender value of bank owned life insurance		548			—		—			—			548
Other income		5,634			—		9,253			(277	)		14,610
Total noninterest income		9,965			15,343		9,253			(277	)		34,284
NONINTEREST EXPENSE
Salaries and employee benefits		20,005			9,964		—						29,969
Other operating expenses		15,087			2,697		539			(277	)		18,046
Total noninterest expense		35,092			12,661		539			(277	)		48,015
Income from continuing operations before income tax expense		12,839			3,482		7,712			—			24,033
Income tax expense		3,295			732		1,468			—			5,495
Net income from continuing operations	$	9,544		$	2,750	$	6,244		$	—		$	18,538
Discontinued Operations
Income from discontinued operations before income taxes		426			—		—			—			426
Income tax expense		89			—		—			—			89
Net income from discontinued operations		337			—		—			—			337
Net income	$	9,881		$	2,750	$	6,244		$	—		$	18,875
Net income from discontinued operations attributable to noncontrolling interest		(1	)		—		—			—			(1	)
Net income attributable to Blue Ridge Bankshares, Inc.	$	9,880		$	2,750	$	6,244		$	—		$	18,874
Total assets as of June 30, 2022	$	2,712,209		$	55,335	$	316,891		$	(284,792	)	$	2,799,643

Note 15 – Changes to Accumulated Other Comprehensive Income (Loss), net

The following tables present components of accumulated other comprehensive income (loss) for the periods stated.


	For the three months ended June 30, 2023
(Dollars in thousands)	Net Unrealized Losses on Available for Sale Securities			Transfer of Securities Held to Maturity to Available For Sale		Pension and Post-retirement Benefit Plans			Accumulated Other Comprehensive Loss, net
Balance as of April 1, 2023	$	(41,659	)	$	425	$	(1	)	$	(41,235	)
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $1,446		(5,023	)		—		—			(5,023	)
Balance as of June 30, 2023	$	(46,682	)	$	425	$	(1	)	$	(46,258	)

	For the three months ended June 30, 2022
(Dollars in thousands)	Net Unrealized Losses on Available for Sale Securities			Transfer of Securities Held to Maturity to Available For Sale		Pension and Post-retirement Benefit Plans			Accumulated Other Comprehensive Loss, net
Balance as of April 1, 2022	$	(21,900	)	$	425	$	(1	)	$	(21,476	)
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $4,257		(16,015	)		—		—			(16,015	)
Balance as of June 30, 2022	$	(37,915	)	$	425	$	(1	)	$	(37,491	)


	For the six months ended June 30, 2023
(Dollars in thousands)	Net Unrealized Losses on Available for Sale Securities			Transfer of Securities Held to Maturity to Available For Sale		Pension and Post-retirement Benefit Plans			Accumulated Other Comprehensive Loss, net
Balance as of January 1, 2023	$	(45,525	)	$	425	$	(1	)	$	(45,101	)
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $333		(1,157	)		—		—			(1,157	)
Balance as of June 30, 2023	$	(46,682	)	$	425	$	(1	)	$	(46,258	)

	For the six months ended June 30, 2022
(Dollars in thousands)	Net Unrealized Losses on Available for Sale Securities			Transfer of Securities Held to Maturity to Available For Sale		Pension and Post-retirement Benefit Plans			Accumulated Other Comprehensive Loss, net
Balance as of January 1, 2022	$	(4,056	)	$	425	$	(1	)	$	(3,632	)
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $9,000		(33,859	)		—		—			(33,859	)
Balance as of June 30, 2022	$	(37,915	)	$	425	$	(1	)	$	(37,491	)

Note 16 – Legal Matters

In the ordinary course of operations, the Company is party to legal proceedings. Based upon information currently available, management believes that such legal proceedings, in the aggregate, will not have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.

On August 12, 2019, a former employee of Virginia Community Bankshares, Inc. (“VCB”) and participant in its Employee Stock Ownership Plan (the “VCB ESOP”) filed a class action complaint against VCB, Virginia Community Bank, and certain individuals associated with the VCB ESOP in the U.S. District Court for the Western District of Virginia, Charlottesville Division. The complaint alleges, among other things, that the defendants breached their fiduciary duties to VCB ESOP participants in violation of the Employee Retirement Income Security Act of 1974, as amended. The complaint alleges that the VCB ESOP incurred damages “that approach or exceed $12 million.” The Company automatically assumed any liability of VCB in connection with this litigation as a result of its 2019 acquisition of VCB. The outcome of this litigation is uncertain, and the plaintiff and other individuals may file additional lawsuits related to the VCB ESOP. The Company believes the claims are without merit and no loss has been accrued for this lawsuit.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following presents management’s discussion and analysis of the Company’s consolidated financial condition and the results of our operations. This discussion should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in this Form 10-Q and the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). Results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results of operations for the balance of 2023, or for any other period. As used in this report, the terms “the Company,” “we,” “us,” and “our” refer to Blue Ridge Bankshares, Inc. and its consolidated subsidiaries. The term “Bank” refers to Blue Ridge Bank, National Association.

Cautionary Note About Forward-Looking Statements

The Company makes certain forward-looking statements in this Form 10-Q that are subject to risks and uncertainties. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections, and statements of management’s beliefs concerning future events, business plans, objectives, expected operating results, and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan,” or words or phases of similar meaning. The Company cautions that the forward-looking statements are based largely on management’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond its control. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements.

The following factors, among others, could cause the Company’s financial performance to differ materially from that expressed in such forward-looking statements: (i) the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations; (ii) geopolitical conditions, including acts or threats of terrorism and/or military conflicts, or actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad; (iii) the residual effects of the COVID-19 pandemic, including the adverse impact on the Company’s business and operations and on the Company’s customers which may result, among other things, in increased delinquencies, defaults, foreclosures and losses on loans; (iv) the occurrence of significant natural disasters, including severe weather conditions, floods, health related issues, and other catastrophic events; (v) the Company’s management of risks inherent in its loan portfolio, the credit quality of its borrowers, and the risk of a prolonged downturn in the real estate market, which could impair the value of the Company’s collateral and its ability to sell collateral upon any foreclosure; (vi) changes in consumer spending and savings habits; (vii) deposit out flows; (viii) technological and social media changes; (ix) the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest rate, market and monetary fluctuations; (x) changing bank regulatory conditions, policies or programs, whether arising as new legislation or regulatory initiatives, that could lead to restrictions on activities of banks generally, or the Company’s subsidiary bank in particular, more restrictive regulatory capital requirements, increased costs, including deposit insurance premiums, regulation or prohibition of certain income producing activities or changes in the secondary market for loans and other products; (xi) the impact of changes in financial services policies, laws, and regulations, including laws, regulations and policies concerning taxes, banking, securities and insurance, and the application thereof by regulatory bodies; (xii) the impact of, and the ability to comply with, the terms of the formal written agreement between the Bank and the Office of the Comptroller of the Currency (the “OCC”); (xiii) the impact of changes in laws, regulations, and policies affecting the real estate industry; (xiv) the effect of changes in accounting policies and practices, as may be adopted from time to time by bank regulatory agencies, the Securities and Exchange Commission (the “SEC”), the Public Company Accounting Oversight Board, the Financial Accounting Standards Board or other accounting standards setting bodies; (xv) the timely development of competitive new products and services and the acceptance of these products and services by new and existing customers; (xvi) the willingness of users to substitute competitors’ products and services for the Company’s products and services; (xvii) the outcome of any legal proceedings that may be instituted against the Company; (xviii) reputational risk and potential adverse reactions of the Company’s customers, suppliers, employees, or other business partners; (xix) the ability to maintain adequate liquidity by retaining deposits customers and secondary funding sources, especially if the Company's or industry's reputation become damaged; (xx) maintaining capital levels adequate to support the Company's growth and to remain well-capitalized under regulatory standards; (xxi) the effects of acquisitions the Company may make, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such transactions; (xxii) changes in the level of the Company’s nonperforming assets and charge-offs; (xxiii) the Company’s involvement, from time to time, in legal proceedings and examination and remedial actions by regulators; (xxiv) adverse developments in the financial industry generally, such as recent bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior; (xxv) potential exposure to fraud, negligence, computer theft, and cyber-crime; (xxvi) the Company’s ability to pay dividends; (xxvii) the ability to manage the Company's fintech relationships, including implementing enhanced controls and maintaining deposit levels and the quality of loans associated with these relationships; (xxviii) the Company’s involvement as a participating lender in the Paycheck Protection Program (“PPP”) as administered through the U.S. Small Business Administration; and (xxiv) other risks and factors identified in the “Risk Factors” sections and elsewhere in documents the Company files from time to time with the SEC.

The foregoing factors should not be considered exhaustive and should be read together with other cautionary statements that are included in the 2022 Form 10-K including those discussed in the section entitled “Risk Factors.” If one or more of the factors affecting forward-looking information and statements proves incorrect, then actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this Form 10-Q. Therefore, the Company cautions not to place undue reliance on its forward-looking information and statements. The Company will not update the forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how these risks and uncertainties will affect it.

Regulatory Matters

On August 29, 2022, the Bank entered into a formal written agreement (the “Written Agreement”) with the OCC, the Bank's primary federal banking regulator. The Written Agreement principally concerns the Bank’s fintech line of business and requires the Bank to continue enhancing its controls for assessing and managing the third-party, Bank Secrecy Act/Anti-Money Laundering, and information technology risks stemming from its fintech partnerships. A complete copy of the Written Agreement was filed as an exhibit to a Form 8-K filed with the SEC on September 1, 2022 and can be accessed on the SEC’s website (www.sec.gov) and the Company’s website (www.blueridgebankshares.com). The Company is actively working to bring the Bank’s fintech policies, procedures, and operations into conformity with OCC directives. The Company reports that although work is progressing, many aspects of the Written Agreement require considerable time for completion, implementation, validation, and sustainability. If the Company does not comply with the Written Agreement, or the OCC imposes additional measures, the Company could be subject to additional regulatory requirements or directives, including developing and maintaining capital plans, asset sales, loan reserves or impairments, limitations on growth, further regulatory sanctions, and/or other regulatory enforcement actions.

Sale of LenderSelect Mortgage Group

Sale of MoneyWise Payroll Solutions, Inc.

General

There were no changes to the Critical Accounting Policies disclosed in Item 7 of the 2022 Form 10-K, except as noted in Part I, Note 2 - Adoption of New Accounting Standard of this Form 10-Q, which describes the Company's adoption of Accounting Standards Codification (“ASC”) 326 - Financial Instruments – Credit Losses (referred herein as “ASC 326” or “CECL”), effective January 1, 2023.

Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current year presentations. The reclassifications had no effect on net income, net income per share, total assets, total liabilities, or stockholders’ equity as previously reported.

Comparison of Financial Condition as of June 30, 2023 and December 31, 2022

Total assets were $3.21 billion as of June 30, 2023, an increase of $73.4 million from $3.14 billion as of December 31, 2022. Most of this increase was attributable to higher cash and due from banks balances, which increased $54.6 million to $131.8 million as of June 30, 2023 from $77.3 million as of December 31, 2022. Loans held for investment, excluding PPP loans, increased $52.6 million to $2.45 billion as of June 30, 2023 from $2.40 billion at December 31, 2022, an annualized growth rate of 4.39%. The allowance for credit losses (“ACL”) increased $20.1 million to $43.1 million as of June 30, 2023 from $22.9 million as of December 31, 2022. Most of this increase was attributable to $14.1 million of specific reserves for specialty finance loans, reported in commercial and industrial loans, placed on nonaccrual status in the second quarter of 2023, while $4.0 million of the year-to-date increase was due to the adoption of ASC 326 on January 1, 2023.

Total deposits as of June 30, 2023 were $2.61 billion, an increase of $110.6 million from December 31, 2022. The increase in the first six months of 2023 was primarily due to an increase of $220.1 million in time deposit balances, of which $211.0 million was attributable to brokered time deposits secured primarily in response to banking industry liquidity events in March 2023. Partially offsetting this increase were lower noninterest-bearing demand deposit balances of $64.1 million. Deposits related to fintech relationships increased by $17.4 million, or 2.52%, from December 31, 2022, to $707.6 million as of June 30, 2023. Fintech related deposits represented 27.1% and 27.6% of total deposits as of June 30, 2023 and December 31, 2022, respectively.

Total stockholders’ equity decreased by $28.1 million to $231.3 million as of June 30, 2023 compared to $259.4 million at December 31, 2022. Of the decrease, $17.9 million was due to a net loss for the first six months of 2023 while $5.5 million was attributable to the after-tax adoption of ASC 326. The fair value of the Company’s portfolio of securities available for sale (“AFS”) decreased in the first six months of 2023, primarily as a result of a modest increase in market longer-term interest rates, resulting in an after-tax decrease in stockholders’ equity of $1.2 million. The Company had no investment securities classified as held to maturity as of June 30, 2023 or December 31, 2022.

Comparison of Results of Operations for the Three and Six Months Ended June 30, 2023 and 2022

For the three months ended June 30, 2023, the Company reported a net loss from continuing operations of ($19.5) million, or ($1.03) per diluted common share, compared to net income from continuing operations of $1.1 million, or $0.06 per diluted common share, for the three months ended June 30, 2022.

For the six months ended June 30, 2023, the Company reported a net loss from continuing operations of ($17.9) million, or ($0.95) per diluted common share, compared to net income from continuing operations of $18.5 million, or $0.99 per diluted common share, for the six months ended June 30, 2022.

The loss from continuing operations before income taxes for the three and six months ended June 30, 2023 included a provision for credit losses on loans of $21.1 million and $25.2 million, respectively, most of which was attributable to specific reserves on specialty finance loans totaling $14.1 million. Additionally, net loan charge-offs of $8.0 million and $9.1 million were recorded for the same respective periods. Also contributing to the decline in income from continuing operations before income taxes from the year-ago periods was $9.3 million of fair value adjustments for the Company's equity investments, primarily in certain fintech companies, reported in the 2022 period. For the three and six months ended June 30, 2023, income from continuing operations before income taxes included $2.4 million and $3.5 million, respectively, of costs incurred primarily for professional services related to regulatory remediation efforts in connection with the Written Agreement.

Net Interest Income. Net interest income is the amount by which interest earned on assets exceeds the interest paid on interest-bearing liabilities and is the Company’s primary revenue source. Net interest income is thereby affected by overall balance sheet growth, changes in interest rates, and changes in the mix of investments, loans, deposits, and borrowings. The Company’s principal interest-earning assets are loans to businesses, real estate investors, and individuals and its investment securities portfolio. Interest-bearing liabilities consist primarily of negotiable order of withdrawal and savings accounts, money market accounts, certificates of deposit, and Federal Home Loan Bank of Atlanta (“FHLB”) and Federal Reserve Bank of Richmond (“FRB”) advances. A common net interest income measure is net interest margin. Net interest margin represents the difference between interest income and interest expense calculated as a percentage of average interest-earning assets.

The following table presents the average balance sheets for the three months ended June 30, 2023 and 2022. Also shown are the amounts of interest earned on interest-earning assets, with related tax-equivalent yields, and interest expense on interest-bearing liabilities, with related rates, as well as a volume and rate analysis of changes in net interest income for the periods stated.


	Average Balances, Income and Expense, Yields and Rates
	For the three months ended June 30,
	2023								2022									Total Increase/			Increase/(Decrease) Due to
(Dollars in thousands)	Average Balance			Interest		Yield/ Rate (1)			Average Balance			Interest			Yield/ Rate (1)			(Decrease)			Volume (2)			Rate (2)
Average Assets
Taxable securities	$	367,814		$	2,543		2.77	%	$	394,000		$	2,129			2.16	%	$	414		$	(141	)	$	555
Tax-exempt securities (3)		20,713			121		2.34	%		21,336			113			2.12	%		8			(3	)		11
Total securities		388,527			2,664		2.74	%		415,336			2,242			2.16	%		422			(145	)		567
Interest-earning deposits in other banks		121,248			1,452		4.79	%		77,703			148			0.76	%		1,304			83			1,221
Federal funds sold		3,539			45		5.09	%		44,979			90			0.80	%		(45	)		(83	)		38
Loans held for sale		56,102			396		2.82	%		42,957			348			3.24	%		48			106			(58	)
Paycheck Protection Program loans (4)		7,599			16		0.84	%		19,412			64			1.32	%		(48	)		(39	)		(9	)
Loans held for investment (4,5,6)		2,487,089			34,428		5.54	%		1,881,678			23,376			4.97	%		11,052			7,521			3,531
Total average interest-earning assets		3,064,104			39,001		5.09	%		2,482,065			26,268			4.23	%		12,733			7,444			5,289
Less: allowance for credit losses		(31,151	)							(13,619	)
Total noninterest-earning assets		244,330								232,125
Total average assets	$	3,277,283							$	2,700,571
Average Liabilities and Stockholders’ Equity:
Interest-bearing demand, money market deposits, and savings	$	1,347,499		$	8,860		2.63	%	$	1,144,418		$	690			0.24	%	$	8,170		$	122		$	8,048
Time deposits (7)		661,259			5,764		3.49	%		415,815			851			0.82	%		4,913			502			4,411
Total interest-bearing deposits		2,008,758			14,624		2.91	%		1,560,233			1,541			0.40	%		13,083			624			12,459
FHLB borrowings (8)		262,345			2,958		4.51	%		23,955			(33	)		(0.55	)%		2,991			(328	)		3,319
FRB borrowings		35,714			439		4.92	%		3,266			100			12.25	%		339			994			(655	)
Subordinated notes and other borrowings (9)		39,905			548		5.49	%		39,969			545			5.45	%		3			(1	)		4
Total average interest-bearing liabilities		2,346,722			18,569		3.17	%		1,627,423			2,153			0.53	%		16,416			1,289			15,127
Noninterest-bearing demand deposits		638,274								772,310
Other noninterest-bearing liabilities		35,170								29,700
Stockholders' equity		257,117								271,138
Total average liabilities and stockholders’ equity	$	3,277,283							$	2,700,571
Net interest income and margin (10)				$	20,432		2.67	%				$	24,115			3.89	%	$	(3,683	)	$	6,155		$	(9,838	)
Cost of funds (11)							2.49	%								0.36	%
Net interest spread (12)							1.93	%								3.70	%

(1) Annualized.
(2) Change in income/expense due to both volume and rate has been allocated in proportion to the absolute dollar amounts of the change in each.
(3) Computed on a fully taxable equivalent basis assuming a 22.65% and 21% income tax rate for the three months ended June 30, 2023 and 2022, respectively.
(4) Includes deferred loan fees/costs.
(5) Non-accrual loans have been included in the computations of average loan balances.
(6) Includes accretion of fair value adjustments (discounts) on acquired loans of $463 thousand and $1.3 million for the three months ended June 30, 2023 and 2022, respectively.
(7) Includes amortization of fair value adjustments (premiums) on assumed time deposits of $222 thousand and $366 thousand for the three months ended June 30, 2023 and 2022, respectively.
(8) Includes amortization of fair value adjustments (premiums) on assumed FHLB borrowings of $0 and $108 thousand for the three months ended June 30, 2023 and 2022, respectively.
(9) Includes amortization of fair value adjustments (premiums) on assumed subordinated notes of $25 thousand for both the three months ended June 30, 2023 and 2022.
(10) Net interest margin is net interest income divided by average interest-earning assets.
(11) Cost of funds is total interest expense divided by total interest-bearing liabilities and non-interest bearing demand deposits.
(12) Net interest spread is the yield on average interest-earning assets less the cost of average interest-bearing liabilities.

Average interest-earning assets were $3.06 billion for the three months ended June 30, 2023 compared to $2.48 billion for the same period of 2022, a $582.0 million increase. This increase was primarily attributable to growth in average balances of loans held for investment, which were greater by $605.4 million in the 2023 period compared to the 2022 period, partially offset by lower average balances of taxable securities, federal funds sold, and PPP loans. Total interest income (on a taxable equivalent basis) increased $12.7 million for the three-month period ended June 30, 2023 from the same period of 2022. This increase was primarily due to higher average balances and yields, including fee income, on loans held for investment, and interest earning deposits in other banks. Higher yields in the 2023 period were primarily attributable the re-pricing of variable rate loans and new loans in the higher interest rate environment, partially offset by the reversal of interest on the previously mentioned group of specialty loans placed on nonaccrual status in the second quarter of 2023, and lower accretion of purchase accounting adjustments (discounts) on acquired loans. The reversal of interest income in the second quarter of 2023 was $4.7 million for the group of specialty finance loans placed on nonaccrual status, which had an approximate negative 75 basis point impact on the yield on loans held for investment.

Interest income for the three months ended June 30, 2023 and 2022 included accretion of discounts on acquired loans of $463 thousand and $1.3 million, respectively.

Average interest-bearing liabilities were $2.35 billion for the three months ended June 30, 2023 compared to $1.63 billion for the same period of 2022, a $719.3 million increase. Of this increase, $533.4 million was attributable to higher average balances of wholesale funding, primarily brokered time deposits and FHLB advances. Interest expense increased by $16.4 million to $18.6 million for the three months ended June 30, 2023 compared to the same period of 2022. Cost of interest-bearing liabilities increased to 3.17% for the second quarter of 2023 from 0.53% for the second quarter of 2022, while cost of funds were 2.49% and 0.36% for the same respective periods. Higher cost of funds in the 2023 period was primarily due to higher market interest rates and a shift in the mix of average interest-bearing liabilities, including higher cost wholesale funding sources. Interest expense in the second quarters of 2023 and 2022 included the amortization of fair value adjustments (premium) on assumed time deposits of $222 thousand and $366 thousand, respectively, which was a reduction to interest expense.

Net interest income (on a taxable equivalent basis) for the three months ended June 30, 2023 was $20.4 million compared to $24.1 million for the same period in 2022, a decrease of $3.7 million. Net interest margin was 2.67% and 3.89% for the second quarters of 2023 and 2022, respectively. The reversal of interest income previously noted had an approximate negative 60 basis point impact on net interest margin for the second quarter of 2023. Accretion and amortization of purchase accounting adjustments had a 9 and 29 basis point positive effect on net interest margin for the same respective periods.

The following table presents the average balance sheets for the six months ended June 30, 2023 and 2022. Also shown are the amounts of interest earned on interest-earning assets, with related tax-equivalent yields, and interest expense on interest-bearing liabilities, with related rates, as well as a volume and rate analysis of changes in net interest income for the periods stated.


	Average Balances, Income and Expense, Yields and Rates
	For the six months ended June 30,
	2023								2022									Total Increase/			Increase/(Decrease) Due to
(Dollars in thousands)	Average Balance			Interest		Yield/ Rate (1)			Average Balance			Interest			Yield/ Rate (1)			(Decrease)			Volume (2)			Rate (2)
Average Assets
Taxable securities	$	371,270		$	5,171		2.79	%	$	388,419		$	3,899			2.01	%	$	1,272		$	(172	)	$	1,444
Tax-exempt securities (3)		20,719			239		2.31	%		20,359			208			2.04	%		31			4			27
Total securities		391,989			5,410		2.76	%		408,778			4,107			2.01	%		1,303			(168	)		1,471
Interest-earning deposits in other banks		114,469			2,393		4.18	%		86,160			183			0.42	%		2,210			60			2,150
Federal funds sold		6,200			144		4.65	%		48,201			112			0.46	%		32			(98	)		130
Loans held for sale		48,107			678		2.82	%		58,249			969			3.33	%		(291	)		(169	)		(122	)
Paycheck Protection Program loans (4)		8,924			36		0.81	%		23,225			457			3.94	%		(421	)		(281	)		(140	)
Loans held for investment (4,5,6)		2,492,544			73,420		5.89	%		1,840,395			46,261			5.03	%		27,159			16,393			10,766
Total average interest-earning assets		3,062,233			82,081		5.36	%		2,465,008			52,089			4.23	%		29,992			15,737			14,255
Less: allowance for credit losses		(27,954	)							(12,845	)
Total noninterest-earning assets		239,584								230,652
Total average assets	$	3,273,863							$	2,682,815
Average Liabilities and Stockholders’ Equity:
Interest-bearing demand, money market deposits, and savings	$	1,317,834		$	17,119		2.60	%	$	1,113,751		$	1,275			0.23	%	$	15,844		$	234		$	15,610
Time deposits (7)		587,858			8,836		3.01	%		449,339			1,822			0.81	%		7,014			562			6,452
Total interest-bearing deposits		1,905,692			25,955		2.72	%		1,563,090			3,097			0.40	%		22,858			795			22,063
FHLB borrowings (8)		295,102			6,768		4.59	%		17,071			(22	)		(0.26	)%		6,790			(358	)		7,148
FRB borrowings		17,958			439		4.89	%		9,786			114			2.33	%		325			95			230
Subordinated notes and other borrowings (9)		39,916			1,102		5.52	%		39,969			1,099			5.50	%		3			(1	)		4
Total average interest-bearing liabilities		2,258,668			34,264		3.03	%		1,629,916			4,288			0.53	%		29,976			531			29,445
Noninterest-bearing demand deposits		723,131								745,820
Other noninterest-bearing liabilities		34,947								35,831
Stockholders' equity		257,117								271,248
Total average liabilities and stockholders’ equity	$	3,273,863							$	2,682,815
Net interest income and margin (10)				$	47,817		3.12	%				$	47,801			3.88	%	$	16		$	15,206		$	(15,190	)
Cost of funds (11)							2.30	%								0.36	%
Net interest spread (12)							2.33	%								3.70	%

(1) Annualized.
(2) Change in income/expense due to both volume and rate has been allocated in proportion to the absolute dollar amounts of the change in each.
(3) Computed on a fully taxable equivalent basis assuming a 22.65% and 21% income tax rate for the six months ended June 30, 2023 and 2022, respectively.
(4) Includes deferred loan fees/costs.
(5) Non-accrual loans have been included in the computations of average loan balances.
(6) Includes accretion of fair value adjustments (discounts) on acquired loans of $1.2 million and $4.1 million for the six months ended June 30, 2023 and 2022, respectively.
(7) Includes amortization of fair value adjustments (premiums) on assumed time deposits of $506 thousand and $840 thousand for the six months ended June 30, 2023 and 2022, respectively.
(8) Includes amortization of fair value adjustments (premiums) on assumed FHLB borrowings of $0 and $111 thousand for the six months ended June 30, 2023 and 20221, respectively.
(9) Includes amortization of fair value adjustments (premiums) on assumed subordinated notes of $50 thousand for both the six months ended June 30, 2023 and 2022.
(10) Net interest margin is net interest income divided by average interest-earning assets.
(11) Cost of funds is total interest expense divided by total interest-bearing liabilities and non-interest bearing demand deposits.
(12) Net interest spread is the yield on average interest-earning assets less the cost of average interest-bearing liabilities.

Average interest-earning assets were $3.06 billion for the six months ended June 30, 2023 compared to $2.47 billion for the same period of 2022, a $597.2 million increase. This increase was primarily attributable to growth in average balances of loans held for investment, which increased $652.1 million in the 2023 period compared to the 2022 period, partially offset by lower average balances of taxable securities, federal funds sold, loans held for sale, and PPP loans. Total interest income (on a taxable equivalent basis) increased $30.0 million for the six-month period ended June 30, 2023 from the same period of 2022. This increase was primarily due to higher average balances and yields, including fee income on loans held for investment and interest earning deposits in other banks. Higher yields in the 2023 period were primarily attributable to the re-pricing of variable rate loans and new loans in the higher interest rate environment, partially offset by the previously noted reversal of interest income on nonaccrual loans, and lower accretion of purchase accounting adjustments (discounts) on acquired loans. Interest income for the six months ended June 30, 2023 and 2022 included accretion of discounts on acquired loans of $1.2 million thousand and $4.1 million, respectively.

Average interest-bearing liabilities were $2.26 billion for the six months ended June 30, 2023 compared to $1.63 billion for the same period of 2022, a $628.8 million increase. Interest expense increased by $30.0 million to $34.3 million for the six months ended June 30, 2023 compared to the same period of 2022. Cost of interest-bearing liabilities increased to 3.03% for the second half of 2023 from 0.53% for the second half of 2022, while cost of funds were 2.30% and 0.36% for the same respective periods. Higher cost of funds in the 2023 period was primarily due to higher market interest rates and a shift in the mix of average interest-bearing liabilities, including higher cost wholesale funding sources. Interest expense in the first halves of 2023 and 2022 included the amortization of fair value adjustments (premium) on assumed time deposits of $506 thousand and $840 thousand, respectively, which was a reduction to interest expense.

Net interest income (on a taxable equivalent basis) was $47.8 million for both the six months ended June 30, 2023 and the same period in 2022. Net interest margin was 3.12% and 3.88% for the second halves of 2023 and 2022, respectively. The reversal of interest income previously noted had an approximate negative 31 basis point impact on net interest margin for the first half of 2023. Accretion and amortization of purchase accounting adjustments had a 11 basis point and 41 basis point positive effect on net interest margin for the same respective periods.

Provision for Credit Losses. The Company recorded a provision for credit losses of $20.5 million in the second quarter of 2023 compared to $7.5 million in the second quarter of 2022. Provision for credit losses for the first halves of 2023 and 2022 was $24.2 million and $10.0 million, respectively. Provision for credit losses in the 2023 periods were primarily attributable to specific reserves on the previously noted group of specialty finance loans and net loan charge-offs, partially offset by a credit to provision for credit losses on unfunded commitments.

Noninterest Income. The following table presents a summary of noninterest income and the dollar and percentage change for the periods presented.


	For the three months ended
(Dollars in thousands)	June 30, 2023			June 30, 2022			Change $			Change %
Fair value adjustments of other equity investments	$	(281	)	$	(86	)	$	(195	)		226.7	%
Residential mortgage banking income, including MSRs		4,295			5,960			(1,665	)		(27.9	%)
Gain on sale of guaranteed government loans		2,384			1,538			846			55.0	%
Wealth and trust management		462			414			48			11.6	%
Service charges on deposit accounts		349			327			22			6.7	%
Increase in cash surrender value of bank owned life insurance		292			276			16			5.8	%
Bank and purchase card, net		560			599			(39	)		(6.5	%)
Other		1,675			1,162			513			44.1	%
Total noninterest income	$	9,736		$	10,190		$	(454	)		(4.5	%)


	For the six months ended
(Dollars in thousands)	June 30, 2023			June 30, 2022		Change $			Change %
Fair value adjustments of other equity investments	$	(332	)	$	9,278	$	(9,610	)		(103.6	%)
Residential mortgage banking income, including MSRs		5,598			15,519		(9,921	)		(63.9	%)
Gain on sale of guaranteed government loans		4,793			2,965		1,828			61.7	%
Wealth and trust management		894			805		89			11.1	%
Service charges on deposit accounts		692			642		50			7.8	%
Increase in cash surrender value of bank owned life insurance		574			548		26			4.7	%
Bank and purchase card, net		900			1,021		(121	)		(11.9	%)
Other		3,900			3,506		394			11.2	%
Total noninterest income	$	17,019		$	34,284	$	(17,265	)		(50.4	%)

Lower noninterest income in the first half of 2023 compared to the same period of 2022 was primarily attributable to lower residential mortgage banking income, including mortgage servicing rights (“MSR”), which was driven by lower mortgage volumes in the 2023 period ($107.0 million) compared to the 2022 period ($269.2 million). The change in the fair value of MSR assets was a negative $1.4 million and a positive $3.5 million for the first halves of 2023 and 2022, respectively. Also contributing to the decline in the six month period ended June 30, 2023 compared to the 2022 period was higher income from fair value adjustments of other equity investments in the 2022 period attributable to the Company's equity investments, primarily in certain fintech companies. The Company records certain equity investments at fair value when an observable market event occurs, such as the issuance or transfer of shares of substantially similar investments.

Noninterest Expense. The following tables present a summary of noninterest expense and the dollar and percentage change for the periods stated.


	For the three months ended
(Dollars in thousands)	June 30, 2023		June 30, 2022		Change $			Change %
Salaries and employee benefits	$	14,518	$	15,873	$	(1,355	)		(8.5	%)
Occupancy and equipment		1,913		1,500		413			27.5	%
Data processing		1,131		874		257			29.4	%
Legal, issuer, and regulatory filing		2,753		618		2,135			345.5	%
Advertising and marketing		337		412		(75	)		(18.2	%)
Communications		1,171		1,030		141			13.7	%
Audit and accounting fees		503		379		124			32.7	%
FDIC insurance		1,246		106		1,140			1,075.5	%
Intangible amortization		335		386		(51	)		(13.2	%)
Other contractual services		3,218		999		2,219			222.1	%
Other taxes and assessments		803		671		132			19.7	%
Regulatory remediation		2,388		—		2,388			100.0	%
Other		3,736		2,478		1,258			50.8	%
Total noninterest expense	$	34,052	$	25,326	$	8,726			34.5	%


	For the six months ended
(Dollars in thousands)	June 30, 2023		June 30, 2022		Change $			Change %
Salaries and employee benefits	$	29,807	$	29,969	$	(162	)		(0.5	%)
Occupancy and equipment		3,482		2,985		497			16.6	%
Data processing		2,477		1,820		657			36.1	%
Legal, issuer, and regulatory filing		3,987		1,000		2,987			298.7	%
Advertising and marketing		623		840		(217	)		(25.8	%)
Communications		2,302		1,829		473			25.9	%
Audit and accounting fees		649		520		129			24.8	%
FDIC insurance		1,975		337		1,638			486.1	%
Intangible amortization		690		783		(93	)		(11.9	%)
Other contractual services		4,157		1,533		2,624			171.2	%
Other taxes and assessments		1,605		1,241		364			29.3	%
Regulatory remediation		3,522		—		3,522			100.0	%
Merger-related		—		50		(50	)		(100.0	%)
Other		7,623		5,108		2,515			49.2	%
Total noninterest expense	$	62,899	$	48,015	$	14,884			31.0	%

Excluding regulatory remediation and merger-related expenses, noninterest expense increased $6.3 million and $11.4 million for the three and six months ended June 30, 2023, respectively, compared to the same periods of 2022. Lower salaries and employees in both comparative periods were due to lower headcount in the Company's mortgage division. Regulatory remediation expenses include consulting, legal, and other costs incurred as part of the Company's efforts to remediate the findings in the Written Agreement. Higher other contractual services expense in the 2023 periods was primarily due to outsourced BSA/AML compliance services as the Bank continues to augment its compliance staff, while higher legal expense was primarily attributable to corporate, employee benefit plans, and other employment matters. Higher FDIC insurance expense relative to the prior periods was primarily due to balance sheet growth and other factors such as lower profitability and regulatory capital levels, which increase the assessment rate. Included in other noninterest expense for the first six months of 2023 was a $0.9 million charge related to the sale of PPP loans in the second quarter of 2021.

Income Tax (Benefit) Expense. Income tax benefit from continuing operations for the three months ended June 30, 2023 was $5.0 million compared to income tax expense of $0.3 million for the same period of 2022, resulting in an effective income tax rate of 20.3% and 23.4% for the same respective periods. Income tax benefit from continuing operations for the six months ended June 30, 2023 was $4.5 million compared to income tax expense of $5.5 million for the same period of 2022, resulting in an effective income tax rate of 20.0% and 22.8% for the same respective periods.

Analysis of Financial Condition

All loan portfolio and ACL information presented as of and for the three and six months ended June 30, 2023 is in accordance with ASC 326. All loan information presented prior to this period is presented in accordance with previously applicable GAAP. As a result, the presentation of information pre-ASC 326 and post-ASC 326 adoption will not be comparable for most disclosures.

Loan Portfolio. The Company makes loans to commercial entities and to individuals. Loan terms vary as to interest rate, repayment, and collateral requirements based on the type of loan and the creditworthiness of the borrower. Credit risk tends to be geographically concentrated in that a majority of the loans are to borrowers located in the markets served by the Company; however, the loans contributing to the increase in nonperforming assets and the ACL in the first six months of 2023 were primarily outside of the Company's primary geographic footprint. All loans are underwritten within specific lending policy guidelines that are designed to maximize the Company’s profitability within an acceptable level of business risk.

The following table presents the Company’s loan portfolio by category of loan and the percentage of loans in each category to total loans as of the dates stated.


	June 30, 2023						December 31, 2022
(Dollars in thousands)	Amount			Percent			Amount			Percent
Commercial and industrial	$	545,921			22.2	%	$	590,049			24.4	%
Paycheck Protection Program		7,234			0.3	%		11,967			0.5	%
Real estate – construction, commercial		165,863			6.7	%		183,301			7.6	%
Real estate – construction, residential		82,199			3.3	%		76,599			3.2	%
Real estate – mortgage, commercial		879,729			35.9	%		864,989			35.8	%
Real estate – mortgage, residential		709,565			28.9	%		631,772			26.2	%
Real estate – mortgage, farmland		5,583			0.2	%		6,599			0.3	%
Consumer		62,510			2.5	%		47,423			2.0	%
Gross loans		2,458,604			100.0	%		2,412,699			100.0	%
Less: deferred loan fees, net of costs		327						(1,640	)
Gross loans, net of deferred loans fees and costs		2,458,931						2,411,059
Less: allowance for credit losses		(43,067	)					(22,939	)
Loans held for investment, net	$	2,415,864					$	2,388,120
Loans held for sale (not included in totals above)	$	64,102					$	69,534

The following table presents the remaining maturities, based on contractual maturity, by loan type and by rate type (variable or fixed), as of June 30, 2023.


					Variable rate								Fixed rate
(Dollars in thousands)	Total Maturities		One Year or Less		Total		1-5 years		5-15 years		More than 15 years		Total		1-5 years		5-15 years		More than 15 years
Commercial and industrial	$	545,921	$	136,387	$	223,659	$	189,961	$	32,824	$	874	$	185,875	$	90,897	$	89,832	$	5,146
Paycheck Protection Program		7,234		—		—		—		—		—		7,234		7,234		—		—
Real estate – construction, commercial		165,863		46,602		80,925		31,141		16,202		33,582		38,336		35,243		1,687		1,406
Real estate – construction, residential		82,199		23,415		9,858		8,797		71		990		48,926		9,712		—		39,214
Real estate – mortgage, commercial		879,729		52,847		457,901		69,902		218,050		169,949		368,981		212,808		148,736		7,437
Real estate – mortgage, residential		709,565		13,530		405,516		11,741		74,865		318,910		290,519		44,307		41,168		205,044
Real estate – mortgage, farmland		5,583		197		1,484		60		109		1,315		3,902		2,416		757		729
Consumer loans		62,510		4,933		8,615		8,454		161		—		48,962		25,955		23,003		4
Gross loans	$	2,458,604	$	277,911	$	1,187,958	$	320,056	$	342,282	$	525,620	$	992,735	$	428,572	$	305,183	$	258,980

Allowance for Credit Losses. Management makes estimates based on facts available at the time the ACL is determined. Such estimation requires significant judgment at the time made. Management believes that the Company’s ACL was adequate as of June 30, 2023 and December 31, 2022. There can be no assurance, however, that adjustments to the ACL will not be required in the future. Changes in the economic assumptions underlying management’s estimates and judgments; adverse developments in the economy, on a national basis or in the Company’s market area; and changes in the circumstances of particular borrowers are criteria, among others, that could increase the level of the ACL required, resulting in charges to the provision for credit losses for loans. In addition, bank regulatory agencies periodically review the Bank's ACL and may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments different than those of management.

The following table presents an analysis of the change in the ACL by loan type, as of and for the periods stated.


	As of and for the three months ended						As of and for the six months ended
(Dollars in thousands)	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
ACL, beginning of period	$	29,974		$	12,013		$	22,939		$	12,121
Impact of ASC 326 adoption		—			—			4,022			—
Charge-offs
Commercial and industrial		(7,326	)		(2,442	)		(8,125	)		(4,927	)
Consumer		(1,694	)		(349	)		(2,204	)		(640	)
Total charge-offs		(9,020	)		(2,791	)		(10,329	)		(5,567	)
Recoveries
Commercial and industrial		887			388			1,005			424
Consumer		126			138			230			270
Total recoveries		1,013			526			1,235			694
Net charge-offs		(8,007	)		(2,265	)		(9,094	)		(4,873	)
Provision for credit losses - loans		21,100			7,494			25,200			9,994
ACL, end of period	$	43,067		$	17,242		$	43,067		$	17,242
Ratio of net charge-offs to average loans outstanding during period:
Commercial		1.64	%		0.69	%		0.89	%		2.08	%
Consumer		0.68	%		0.83	%		0.44	%		0.66	%
Total loans		1.29	%		0.47	%		0.73	%		0.52	%

Of the $9.0 million and $10.3 million in gross loan charge-offs for the three and six months ended June 30, 2023, respectively, $7.0 million was attributable to one commercial and industrial loan that was fully charged-off in the second quarter of 2023.

The ACL includes specific reserves for individually evaluated loans and a general allowance applicable to all loan categories; however, management has allocated the ACL by loan type to provide an indication of the relative risk characteristics of the loan portfolio. The allocation is an estimate and should not be interpreted as an indication that charge-offs will occur in these amounts, or that the allocation indicates future trends, and does not restrict the usage of the allowance for any specific loan or category. The following presents the allocation of the ACL by loan category and the percentage of loans in each category to total loans as of the dates stated.


	June 30, 2023					December 31, 2022
(Dollars in thousands)	$		% of Loans			$		% of Loans
Commercial and industrial	$	22,083		22.2	%	$	15,272		24.4	%
Paycheck Protection Program		—		0.3	%		—		0.5	%
Real estate – construction, commercial		3,849		6.7	%		1,637		7.6	%
Real estate – construction, residential		1,564		3.3	%		628		3.2	%
Real estate – mortgage, commercial		8,420		35.9	%		2,356		35.8	%
Real estate – mortgage, residential		5,548		28.9	%		1,760		26.2	%
Real estate – mortgage, farmland		13		0.2	%		4		0.3	%
Consumer		1,590		2.5	%		1,282		2.0	%
Total	$	43,067		100.0	%	$	22,939		100.0	%

The information in the table above excludes PPP loans, which carry no ACL as they are fully guaranteed by the U.S. government.

Nonperforming Assets. Nonperforming assets consist of nonaccrual loans, loans past due 90 days and still accruing interest, and other real estate owned (“OREO”).

OREO includes properties that have been substantively repossessed or acquired in complete or partial satisfaction of a loan. Such properties, which are held for resale, are carried at the lower of cost or fair market value, including a reduction for the estimated selling expenses.

The following table presents summary information pertaining to nonperforming assets and certain asset quality ratios as of the dates stated.


(Dollars in thousands)	June 30, 2023			December 31, 2022
Nonaccrual loans	$	83,379		$	10,324
Loans past due 90 days and still accruing		2,456			8,260
Total nonperforming loans	$	85,835		$	18,584
OREO		—			195
Total nonperforming assets	$	85,835		$	18,779
ACL	$	43,067		$	22,939
Loans held for investment, including PPP loans	$	2,458,931		$	2,411,059
Loans held for investment, excluding PPP loans	$	2,451,697		$	2,399,092
Total assets	$	3,214,424		$	3,141,045
ACL to total loans held for investment, including PPP loans		1.75	%		0.95	%
ACL to total loans held for investment, excluding PPP loans		1.76	%		0.96	%
ACL to nonperforming loans		50.17	%		123.43	%
Nonperforming loans to total loans held for investment, including PPP loans		3.49	%		0.77	%
Nonperforming loans to total loans held for investment, excluding PPP loans		3.50	%		0.77	%
Nonperforming assets to total assets		2.67	%		0.60	%

The increase in nonperforming loans at June 30, 2023 compared to December 31, 2022 was primarily due to $58.1 million of specialty finance loans (classified in commercial and industrial loans) that were placed on nonaccrual status in the second quarter of 2023. The increase in the ratio of ACL to total loans held for investment, excluding PPP loans, at June 30, 2023 compared to December 31, 2022 was primarily attributable to $14.1 million of specific reserves associated with the aforementioned group of specialty finance loans, while $4.0 million was due to the adoption of ASC 326 on January 1, 2023. The remaining purchase accounting adjustments (discounts) related to loans acquired in the Bay Banks of Virginia, Inc. merger in 2021 and earlier acquisitions by the Company were $6.4 million and $7.9 million at June 30, 2023 and December 31, 2022, respectively.

Modified Loans. The Company granted certain loan modifications to borrowers experiencing financial difficulties during the six months ended June 30, 2023. The total amortized cost of these modified loans was $46.9 million, or 1.91% of gross loans held for investment, as of June 30, 2023, all of which were on nonaccrual status as of the same date.

Investment Securities. The investment portfolio is used as a source of interest income, credit risk diversification, and liquidity, as well as to manage rate sensitivity and provide collateral for short-term borrowings. Securities in the investment portfolio classified as securities AFS may be sold in response to changes in market interest rates, changes in the securities’ prepayment risk, increased loan demand, general liquidity needs, and other similar factors, and are carried at estimated fair value. The fair value of the Company’s AFS investment securities was $340.6 million as of June 30, 2023, a decrease from $354.3 million at December 31, 2022, primarily due to amortization of securities. As a result of a modest increase in market longer-term interest rates in the first six months of 2023, the Company’s portfolio of AFS securities had an unrealized loss of approximately $1.5 million in the same period.

As of June 30, 2023 and December 31, 2022, the majority of the investment securities portfolio consisted of securities rated as investment grade by a leading rating agency. Investment grade securities are judged to have a low risk of default. At June 30, 2023 and December 31, 2022, securities with a fair value of $178.8 million and $241.9 million, respectively, were pledged to secure the Bank’s borrowing facility with the FHLB. As of June 30, 2023, the Company pledged securities with $108.7 million of par value (amortized cost and fair value of $109.6 million and $90.0 million, respectively) as collateral for the Bank Term Funding Program (“BTFP”) established by the Board of Governors of the Federal Reserve System. The Company also pledged securities with a fair value of $11.6 million (amortized cost of $13.4 million) as of June 30, 2023 for access to the FRB Discount Window.

The Company reviews its AFS investment securities portfolio for potential credit losses no less than quarterly. AFS investment securities with unrealized losses are generally a result of pricing changes due to changes in the current interest rate environment and not as a result of permanent credit impairment. The Company does not intend to sell, nor does it believe that it will be required to sell, any of its temporarily impaired AFS securities prior to the recovery of the amortized cost.

No ACL has been recognized for AFS securities as of June 30, 2023.

Restricted equity investments consisted of stock in the FHLB (carrying basis $10.9 million and $14.7 million at June 30, 2023 and December 31, 2022, respectively), stock in the FRB (carrying basis of $6.1 million at both June 30, 2023 and December 31, 2022, respectively), and stock in the Company’s correspondent bank (carrying basis of $468 thousand at both June 30, 2023 and December 31, 2022). Restricted equity investments are carried at cost. The Company holds various other equity investments, including shares in other financial institutions and fintech companies, totaling $22.7 million and $23.8 million as of June 30, 2023 and December 31, 2022, respectively, which are carried at fair value with any gain or loss reported in the consolidated statements of operations each reporting period.

The following table presents the amortized cost of the investment portfolio by contractual maturities, as well as the weighted average yields for each of the maturity ranges as of and for the period stated. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	June 30, 2023
	Within One Year					One to Five Years					Five to Ten Years					Over Ten Years
(Dollars in thousands)	Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Total Amortized Cost
Securities available for sale
State and municipal	$	—		—	%	$	6,068		2.40	%	$	32,393		1.97	%	$	20,842		1.60	%	$	59,303
U. S. Treasury and agencies		2		—	%		19,487		0.98	%		45,568		1.88	%		7,000		2.11	%		72,057
Mortgage backed securities		—		—	%		3,094		0.51	%		26,819		1.75	%		198,048		1.92	%		227,961
Corporate bonds		500		6.54	%		6,300		6.75	%		34,114		4.60	%		500		4.00	%		41,414
Total	$	502				$	34,949				$	138,894				$	226,390				$	400,735

Deposits. The principal sources of funds for the Company are core deposits (demand deposits, interest-bearing transaction accounts, money market accounts, savings deposits, and certificates of deposit), primarily from its market area. The Company’s deposit base includes transaction accounts, time and savings accounts, and other accounts that customers use for cash management purposes and which provide a source of fee income and cross-marketing opportunities as well as a source of funds. Time and savings accounts, including money market deposit accounts, also provide a relatively stable source of funding.

Total deposits as of June 30, 2023 were $2.61 billion, an increase of $110.6 million from December 31, 2022, of which $220.1 million was due to higher time deposits, primarily brokered time deposits. The Company's relationships with fintech partners have resulted in approximately $707.6 million of deposits as of June 30, 2023, up from $690.2 million as of December 31, 2022. Estimated uninsured deposits totaled approximately $865.7 million as of June 30, 2023, or 33% of total deposits, compared to $1.01 billion, or 40% of total deposits, as of December 31, 2022. Excluding fintech-related deposits, estimated uninsured deposits were 26% and 31% of total deposits as of June 30, 2023 and December 31, 2022, respectively.

Approximately 22.0% of total deposits as of June 30, 2023 were composed of noninterest-bearing demand deposits compared to 25.6% as of December 31, 2022. In contrast, approximately 23.4% of total deposits as of June 30, 2023 were composed of time deposits compared to 15.6% as of December 31, 2022, which was primarily due to the addition of brokered time deposits in late first quarter 2023 in response to then recent industry events. Brokered time deposits represented approximately 10.7% and 1.7% of total deposits as of June 30, 2023 and December 31, 2022, respectively.

The following table presents maturities of time deposits for certificate of deposits of $250 thousand or greater as of the dates stated.


(Dollars in thousands)	June 30, 2023		December 31, 2022
Maturing in:
3 months or less	$	14,874	$	10,642
Over 3 months through 6 months		15,960		14,699
Over 6 months through 12 months		40,675		15,423
Over 12 months		12,367		35,075
	$	83,876	$	75,839

Borrowings. The following tables present information on the balances and interest rates on borrowings as of and for the periods stated.


	As of and for the six months ended June 30, 2023
(Dollars in thousands)	Period-End Balance		Highest Month-End Balance		Average Balance		Weighted Average Rate
FHLB borrowings	$	219,100	$	310,800	$	295,102		4.59	%
FRB borrowings		65,000		65,000		17,958		4.89	%

	As of and for the year ended December 31, 2022
(Dollars in thousands)	Period-End Balance		Highest Month-End Balance		Average Balance		Weighted Average Rate
FHLB borrowings	$	311,700	$	311,700	$	113,478		3.08	%
FRB borrowings		51		17,197		4,881		2.34	%

FHLB advances are secured by collateral consisting of a blanket lien on qualifying loans in the Company’s residential, multi-family, and commercial real estate mortgage loan portfolios, as well as select investment securities.

Subordinated notes, net, totaled $39.9 million as of both June 30, 2023 and December 31, 2022.

Liquidity. Liquidity is essential to the Company’s business. The Company’s liquidity could be impaired by unforeseen outflows of cash, including deposits, or the inability to access the capital and/or wholesale funding markets. This situation may arise due to circumstances that the Company may be unable to control, such as general market disruption, negative views about the Company or the financial services industry generally, or an operational problem that affects the Company or a third party. The Company’s ability to borrow from other financial institutions on favorable terms or at all could be adversely affected by disruptions in the capital markets or other events.

The Company has established a formal liquidity contingency plan that provides guidelines for liquidity management. Pursuant to the Company’s liquidity management program, it first determines its current liquidity position and then forecasts liquidity based on anticipated changes in the balance sheet. In this forecast, the Company expects to maintain a liquidity cushion. Management then stress tests the Company’s liquidity position under several different stress scenarios, from moderate to severe. Guidelines for the forecasted liquidity cushion and for liquidity cushions for each stress scenario have been established. Management also monitors the Company’s liquidity position through cash flow forecasting and believes its level of liquidity is adequate to conduct the business of the Company.

Deposits are the primary source of the Company’s liquidity. Cash flow from amortizing assets or maturing assets provides funding to meet the needs of depositors and borrowers. The Bank had unsecured federal fund lines available with correspondent banks for overnight borrowing totaling $28.0 million as of June 30, 2023 and December 31, 2022. These lines bear interest at the prevailing rates for such loan and are cancellable any time by the correspondent bank. As of June 30, 2023 and December 31, 2022, none of these lines of credit with correspondent banks were drawn upon.

In addition to deposits and federal funds lines, the Company has access to various wholesale funding markets. These markets include the brokered certificate of deposit market, listing service deposit market, and the federal funds market. The Company is a member of the IntraFi Network (formerly, Promontory Interfinancial Network), which allows banking customers to access Federal Deposit Insurance Corporation (the “FDIC”) insurance protection through the Bank on deposits that exceed FDIC insurance limits. The Company also has one-way authority with the IntraFi Network for both Certificate of Deposit Account Registry Service and Insured Cash Sweep products which provides the Company the ability to access additional wholesale funding as needed.

The Company maintains secured lines of credit with the FHLB under which the Company can borrow up to the allowable amount for the collateral pledged. As of June 30, 2023, the Company had a credit line available of $572.7 million with the FHLB with outstanding advances totaling $219.1 million and letters of credit totaling $67.6 million, leaving the remaining credit availability of $286.0 million as of the same date. The letters of credit are for the benefit of the Treasury Board of the Commonwealth of Virginia to secure public deposits.

The BTFP provides banks with additional liquidity via a secured line of credit collateralized by eligible pledged securities. Available credit is equal to the current par value of the pledged securities. Advances under the BTFP are up to a one-year term and are priced at the one-year overnight index swap rate plus 10 basis points, which is fixed for the term on the advance date. Advances can be repaid at any time without penalty. The Company had an available line of credit through the BTFP of $100.5 million as of June 30, 2023, of which the Company had drawn one advance for $65.0 million, maturing May 10, 2024, with a fixed interest rate of 4.74%, leaving the remaining credit availability of $35.5 million as of the same date.

The Company maintains access to the FRB Discount Window, under which the Company can borrow up to the allowable amount for the securities pledged as collateral. As of June 30, 2023, availability under the FRB Discount Window was $11.1 million. The Company had no outstanding borrowings through the FRB Discount Window as of June 30, 2023 or December 31, 2022.

The Company utilized the FRB Paycheck Protection Program Liquidity Facility to partially fund PPP loans, which collateralize the advances. As of June 30, 2023 and December 31, 2022, FRB borrowings under this facility totaled $0 and $51 thousand, respectively.

Subsequent to the financial industry events in early March 2023, the Company has undertaken efforts to increase its borrowing capacity by pledging additional eligible collateral with the FHLB, adding borrowing capacity by participating in the BTFP, and more actively sourcing brokered deposits to enhance its liquidity position. The Company also added a treasury management resource to provide additional oversight to the Company's liquidity position.

Capital. Capital adequacy is an important measure of financial stability and performance. The Company’s objectives are to maintain a level of capitalization that is sufficient to support the Company's strategic objectives.

Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. A financial institution's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Pursuant to the Basel Committee on Banking Supervision's capital guidelines for U.S. banks (the “Basel III rules”), the Bank must hold a capital conservation buffer of 2.50% above the adequately capitalized risk-based capital ratios for all ratios, except the tier 1 leverage ratio. If a banking organization dips into its capital conservation buffer, it is subject to limitations on certain activities, including payment of dividends, share repurchases, and discretionary compensation to certain officers. The Banks's primary regulators may place certain restrictions on dividends paid by the Bank. The total amount of dividends which may be paid at any date is generally limited to retained earnings of the Bank.

As of June 30, 2023 and December 31, 2022, the Bank met the capital requirements to be classified as well capitalized. There have been no conditions or events since these dates that management believes have changed the institution's categorization.

If the Bank were fail to meet the capital adequacy guidelines for a “well-capitalized” bank, it could be required to pay higher insurance premiums to the FDIC or subject to increased regulatory scrutiny. In addition, the Bank would not be able to renew or accept brokered deposits without prior regulatory approval and would be subject to interest rate restrictions on its deposit accounts.

As previously noted, the Company adopted CECL effective January 1, 2023. Federal and state banking regulations allow financial institutions to irrevocably elect to phase-in the after-tax cumulative effect adjustment at adoption to retained earnings ("CECL Transitional Amount") over a three-year period. The three-year phase-in of the CECL Transitional Amount to regulatory capital will be 25%, 50%, and 25% in 2023, 2024, and 2025, respectively. The Bank made this irrevocable election effective with its first quarter 2023 call report.


	June 30, 2023
	Actual					For Capital Adequacy Purposes					To Be Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	298,815		10.77	%	$	291,324		10.50	%	$	277,451		10.00	%
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	257,195		9.27	%	$	235,831		8.50	%	$	221,959		8.00	%
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	257,195		9.27	%	$	194,214		7.00	%	$	180,342		6.50	%
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A.	$	257,195		7.86	%	$	130,888		4.00	%	$	163,610		5.00	%


	December 31, 2022
	Actual					For Capital Adequacy Purposes					To Be Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	303,876		11.22	%	$	284,376		10.50	%	$	270,834		10.00	%
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	279,125		10.31	%	$	230,122		8.50	%	$	216,586		8.00	%
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	279,125		10.31	%	$	189,513		7.00	%	$	175,976		6.50	%
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A.	$	279,125		9.25	%	$	120,703		4.00	%	$	150,878		5.00	%

Off-Balance Sheet Activities

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. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis, in a manner similar to that if underwriting a loan. The approved commitments to extend credit that were available but unused as of June 30, 2023 and December 31, 2022 totaled $679.1 million and $736.1 million, respectively.

The credit risk of issuing stand-by letters of credit can be greater than the risk involved in extending loans to customers.

Upon the adoption of ASC 326 on January 1, 2023, the Company recorded an increase to its reserve for unfunded commitments of $3.7 million. For the six months ended June 30, 2023, the Company recorded a reduction to the provision for credit losses for unfunded commitments of $1.0 million, which was primarily attributable to lower balances of loan commitments. As of June 30, 2023, the reserve for unfunded commitments was $4.5 million compared to $1.8 million as of December 31, 2022.

The Company invests in various partnerships, limited liability companies, and small business investment company funds. Pursuant to these investments, the Company commits to an investment amount that may be fulfilled in future periods. At June 30, 2023, the Company had future commitments outstanding totaling $17.9 million related to these investments.

Interest Rate Risk Management

As a financial institution, the Company is exposed to various business risks, including interest rate risk. Interest rate risk is the risk to earnings and value arising from volatility in market interest rates. Interest rate risk arises from timing differences in the repricing and maturities of interest-earning assets and interest-bearing liabilities, changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers' ability to prepay loans and depositors' ability to redeem certificates of deposit before maturity, changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion, and changes in spread relationships between different yield curves, such as U.S. Treasuries and other market-based index rates. The Company’s goal is to maximize net interest income without incurring excessive interest rate risk. Management of net interest income and interest rate risk must be consistent with the level of capital and liquidity that the Bank maintains. The Company manages interest rate risk through an asset and liability committee comprised of members of its board of directors and management (the “ALCO”). The ALCO is responsible for monitoring the Company’s interest rate risk in conjunction with liquidity and capital management.

The Company employs an independent consulting firm to model its interest rate sensitivity that uses a net interest income simulation model as its primary tool to measure interest rate sensitivity. Assumptions for modeling are developed based on expected activity in the balance sheet. For maturing assets, assumptions are created for the redeployment of these assets. For maturing liabilities, assumptions are developed for the replacement of these funding sources. Assumptions are also developed for assets and liabilities that could reprice during the modeled time period. These assumptions also cover how management expects interest rates to change on non-maturity deposits such as interest checking, money market checking, savings accounts, as well as certificates of deposit. Based on inputs that include the current balance sheet, the current level of interest rates, and the developed assumptions, the model produces an expected level of net interest income assuming that market rates remain unchanged. This is considered the base case. The model then simulates the impact on net interest income based on specific changes in interest rates. The rate simulations are performed for a two-year period and include rapid rate changes of down 100 basis points to 300 basis points and up 100 basis points to 300 basis points. The results of these simulations are then compared to the base case.

The following table presents the estimated change in net interest income under various rate change scenarios. The scenarios assume rate changes occur instantaneous and in a parallel manner, which means the changes are the same on all points of the rate curve.


	June 30, 2023
	Instantaneous Parallel Rate Shock Scenario
	Change in Net Interest Income - Year 1					Change in Net Interest Income - Year 2
Change in interest rates:
+300 basis points	$	(10,808	)	(11.5	%)	$	(11,204	)	(11.1	%)
+200 basis points		(6,460	)	(6.9	%)		(6,549	)	(6.5	%)
+100 basis points		(2,818	)	(3.0	%)		(2,712	)	(2.7	%)
Base case
-100 basis points		1,332		1.4	%		774		0.8	%
-200 basis points		2,196		2.3	%		291		0.3	%
-300 basis points		3,386		3.6	%		25		(—	%)

The severity of the effect of instantaneous increases in interest rates as shown above is due to the timing of pricing change in the Company's interest-bearing liabilities compared to its interest-earning assets. A significant portion of the Company's deposits through its fintech partnerships reprice with changes in federal funds rates. Therefore, an instantaneous change in this index rate results in a relative change in deposit costs. The Company contracts with its fintech partners and continually assesses the cost of these fintech-related deposits relative to sources of fees and other noninterest income earned from these partnerships.

Stress testing the balance sheet and net interest income using instantaneous parallel shock movements in the yield curve of 100 to 300 basis points is a regulatory and banking industry practice. However, these stress tests may not represent a realistic forecast of future interest rate movements in the yield curve. In addition, instantaneous parallel interest rate shock modeling is not a predictor of actual future performance of earnings. It is a financial metric used to manage interest rate risk and track the movement of the Company’s interest rate risk position over a historical time frame for comparison purposes.

The asset and liability repricing characteristics of the Company’s assets and liabilities will have a significant impact on its future interest rate risk profile.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

This information is incorporated herein by reference to the information in section "Interest Rate Risk Management" within Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-Q.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods required by the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2023 was carried out under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers concluded that the Company’s disclosure controls and procedures were effective.

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There have been no material developments in the status of the legal proceedings previously disclosed in Part I, Item 3 of the Company’s 2022 Form 10-K.

In the ordinary course of its operations, the Company is a party to various legal proceedings. As of the date of this report, there are no pending or threatened proceedings against the Company, other than previously disclosed as stated in the preceding paragraph, that, if determined adversely, would have a material effect on the business, results of operations or financial position of the Company.

Item 1A. Risk Factors

Other than as set forth below, there have been no material changes to the risk factors disclosed in the 2022 Form 10-K. The following risk factors supplement, and should be read together with, the risk factors disclosed in the 2022 Form 10-K. Additional risks not presently known to the Company, or that it currently deems immaterial, may also adversely affect the Company's business, financial condition, or results of operations. See also “Cautionary Note About Forward-Looking Statements,” included in Part 1, Item 2, of this Form 10-Q.

The Company’s specialty finance loans may further increase its credit risk.

Over the first six months of 2023, the Company’s nonperforming loans have increased from $18.6 million, or 0.77% of total loans held for investment, excluding PPP loans, at December 31, 2022 to $85.8 million, or 3.50% of total loans held for investment, excluding PPP loans, at June 30, 2023. This increase was primarily due to a group of specialty finance loans totaling $58.1 million as of June 30, 2023 that were placed on nonaccrual status during the second quarter of 2023. The Company’s ACL as of June 30, 2023 includes $14.1 million of specific reserves for this group of loans. While management believes that the ACL was adequate as of June 30, 2023 and that the credit deterioration of this group of loans is an isolated event within the Company's loan portfolio, there can be no assurance that the Company will not experience further deterioration within this group of loans or other increases in nonperforming loans in the future.

These specialty finance loans are of higher risk than other types of loans originated by the Bank, due to the nature of the collateral, and as such, the Company's ability to pursue collections could be delayed or protracted. Any of these factors could cause the Company to incur charge-offs to the ACL, lost interest income relating to these loans, and additional increases in the loan loss reserves, any of which may have a material adverse effect on earnings, liquidity, and capital.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits


10.1		Employment Agreement, dated as of May 7, 2023, by and between Blue Ridge Bank, National Association, and G. William Beale.


10.2		Blue Ridge Bankshares, Inc. 2023 Stock Incentive Plan (incorporated by reference to Appendix A of Blue Ridge Bankshares, Inc.'s proxy statement for the 2023 annual meeting, filed April 28, 2023).

31.1		Rule 13(a)-14(a) Certification of Chief Executive Officer.

31.2		Rule 13(a)-14(a) Certification of Chief Financial Officer.

32.1		Statement of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

101		The following materials from Blue Ridge Bankshares, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, formatted in Inline Extensible Business Reporting Language (XBRL), include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) related notes (filed herewith).

104		The cover page from Blue Ridge Bankshares, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, formatted in Inline XBRL (included with Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	BLUE RIDGE BANKSHARES, INC.

Date: August 7, 2023	By:	/s/ G. William Beale
		G. William Beale
		President and Chief Executive Officer

	By:	/s/ Judy C. Gavant
		Judy C. Gavant
		Executive Vice President and Chief Financial Officer

EX-10.1 2 brbs-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is dated as of May 7, 2023 (the “Effective Date”), by and between Blue Ridge Bank, National Association, a national banking association (the “Bank” or the “Employer”), and G. William Beale (“Executive”).

WHEREAS, the Bank is the wholly-owned national banking association subsidiary of Blue Ridge Bankshares, Inc. (the “Company”); and

WHEREAS, the Bank wishes to hire Executive to serve as a valuable employee of the Bank; and

WHEREAS, the Company and Bank desire to provide substantial benefits to Executive and to obtain from Executive covenants protecting the Company’s and Bank’s customer relationships, confidential information and trade secrets, and Executive desires to obtain such benefits and is willing to enter into such covenants; and

WHEREAS, Executive is willing to make his services available to the Bank on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1. Employment and Acceptance. Effective as of the Effective Date, Executive shall be employed as the Chief Executive Officer of the Bank. Executive will also be nominated for membership on the Board of Directors of the Bank (the “Board”) annually, and the Company, as the sole shareholder of the Bank, will vote to elect Executive as a director of the Bank during (or for each term of service as a director that begins during) the Employment Period (as defined below). Executive shall have the duties and responsibilities that are commensurate with such position, as shall be determined by the Board, and shall also render such other services and duties as may be reasonably assigned Executive from time to time by the Employer, consistent with Executive’s position with the Employer. Executive accepts and agrees to such employment and agrees to carry out his duties and responsibilities to the best of his ability in a competent, efficient and businesslike manner. Executive further agrees to comply with all the policies, standards and codes of conduct of the Employer now or hereafter adopted.

2. Term. This Agreement is effective on the Effective Date and shall end on the second anniversary of the date thereof and the term hereof will be automatically extended for an additional year beginning on the day after the second anniversary date and any anniversary date thereafter, unless terminated as provided herein. The term of this Agreement will not be extended if either party gives written notice to the other stating its intention to terminate such term at least 90 days before the second or any succeeding anniversary of the Effective Date. The initial term of this Agreement and any extension of such term is referred to as the “Employment Period.”

3. Compensation.

(a) Base Salary. During the Employment Period, Executive shall receive for Executive’s services an annual base salary (the “Base Salary”) in an amount to be determined by the Board. The Base Salary will be reviewed annually and may be adjusted upward or downward in the sole discretion of the Board. In no event, however, will the Base Salary be less than the gross amount of $547,000. The Base Salary will be subject to all applicable withholdings and deductions required by federal and state law.

(b) Annual Bonus; Other Incentives. During the Employment Period, Executive will be entitled to receive annual cash bonus payments as may be determined by the Board pursuant to the bonus program for executive officers of the Employer; provided that such annual bonus will be based on metrics, standards and parameters established by the Board and will provide for a payment of up to 40% of the Base Salary. Any such annual cash bonus will be paid to Executive no later than two and one-half months after the end of the year for which the annual bonus is awarded. To be eligible to receive any cash bonus, Executive must be actively employed by the Employer on the date such bonus is accrued. The bonus will be subject to all applicable withholdings and deductions required by federal and state law. During the Employment Period, Executive also will be eligible to receive other cash- or stock-based incentives in such amounts and on such terms and conditions as established by the Board or the Company or by the compensation committee of the Board or the Board of Directors of the Company, as applicable; provided that each year during the Employment Period, Executive will be eligible for a long-term incentive award (which may take the form of an annual equity or equity-based grant) of up to 60% of the Base Salary.

(c) Benefits. During the Employment Period, Executive will be entitled to participate in those retirement, life insurance, medical, sick leave, vacation, paid time off and other employee benefit plans and programs of the Employer that may be in effect from time to time, to the extent Executive is eligible under the terms of those plans and programs. The Employer reserves the right to modify, add or eliminate benefits for its employees at any time as it deems appropriate and as in accordance with applicable federal and state law.

(d) Business Expenses. The Employer will pay on Executive’s behalf (or promptly reimburse Executive for) reasonable expenses incurred by Executive at the request of, or on behalf of, the Employer in the performance of Executive’s duties pursuant to this Agreement, in accordance with the Employer’s policies as in effect from time to time. The Bank shall pay on Executive’s behalf (or promptly reimburse Executive for) reasonable travel-related expenses for Executive’s spouse in connection with business functions attended by Executive pursuant to this Agreement and Executive’s spouse.

(e) Fringe Benefits. During the Employment Period, the Bank will provide Executive with an appropriate automobile or automobile allowance, including appropriate insurance coverage, fuel and maintenance expenses, in accordance with the Bank’s policies. If an automobile allowance is provided, such allowance will be reported by the Bank as taxable income to Executive and will be subject to income and employment tax withholding. During the Employment Period, the Employer shall provide Executive a Bank-owned cell phone for Executive’s use. In addition, during the Employment Period, the Employer shall provide Executive with such fringe benefits as are appropriate for his position.

4. Termination and Termination Benefits. Notwithstanding the provisions of Section 2, and in addition to the expiration of the term of this Agreement, Executive’s employment will terminate under the following circumstances and will be subject to the following provisions:

(a) Termination as a Consequence of Death or Disability. If Executive dies while employed by the Employer, the Employer will pay Executive’s beneficiary designated in writing (provided such writing is executed and dated by Executive and delivered to the Employer in a form acceptable to the Employer prior to Executive’s death) or, if none, Executive’s estate, the Base Salary through the end of the calendar month in which Executive’s death occurs. If Executive becomes “disabled” (as defined below), the Employer may give Executive written notice of its intention to terminate Executive’s employment, in which event Executive’s employment with the Employer will terminate on the 30th day after receipt of such notice by Executive. Notwithstanding any other provision of this Agreement to the contrary, if Executive’s employment is terminated under the preceding sentence, no payments shall be made under Section 4(c) or 4(d); provided that Executive shall be paid the Base Salary for services performed through the date of termination, and any other amounts required to be paid by law.

For purposes of this Section 4, Executive is “disabled” if Executive is entitled to receive long-term disability benefits under the Employer’s long-term disability plan, or, if there is no such plan, Executive’s inability to perform any of Executive’s essential job functions, which disability lasts for an uninterrupted period of at least 180 days or a total of at least 240 days out of any consecutive 360 day period, as a result of Executive’s incapacity due to physical or mental illness (as determined by the opinion of an independent physician selected by the Employer).

(b) Termination for Cause. Executive’s employment may be terminated for Cause by the Employer by written notice to Executive following the vote of at least two-thirds of the members of the Board approving such termination, which termination will be effective immediately. If the Employer terminates Executive’s employment for Cause, Executive shall have no right to render services or to receive compensation or other benefits under this Agreement for any period after such termination except as expressly provided in Section 5(a)(ii). Only the following shall constitute “Cause” for such termination:

(i) deliberate neglect by Executive in the performance of Executive’s material duties and responsibilities as established from time to time by the Employer or Executive’s willful failure to follow reasonable written instructions or policies of the Employer;

(ii) Executive’s continued failure to satisfactorily perform Executive’s job duties after being advised in writing of such failure and being given a reasonable opportunity and period to remedy such failure; (iii) conviction of or entering of a guilty plea or plea of no contest with respect to a felony, a crime of moral turpitude or any other crime with respect to which imprisonment is a possible punishment, or the commission of an act of embezzlement or fraud against the Employer or an Affiliate (as defined below);

(iv) any breach by Executive of a material term of this Agreement, or violation in any material respect of any code or standard of behavior generally applicable to officers of the Employer, after being advised in writing of such breach or violation and being given a reasonable opportunity and period to remedy such breach or violation; or

(v) the willful engaging by Executive in conduct that is reasonably likely to result, or has resulted, in material injury to the Employer, reputational, financial or otherwise.

All determinations made in interpreting and implementing the foregoing definition of Cause shall be made by the Employer in its reasonable discretion, and shall be binding on the Employer and Executive.

(c) Termination by the Employer Without Cause. Executive’s employment may be terminated by the Employer without Cause at any time upon 90 days’ written notice to Executive, following the vote of at least two-third of the members of the Board approving such termination, which termination will be effective immediately or on such later date as specified in the written notice. It shall not constitute a breach of this Agreement for the Employer to suspend Executive’s duties and to place Executive on paid leave during the notice period. In the event Executive’s employment is terminated without Cause before, or more than one year after, a Change in Control (as defined below) shall have occurred, Executive shall receive any unpaid Base Salary through the date of termination within 30 days after the date of termination. In addition, Executive shall receive the following benefits, provided Executive signs a release and waiver of claims in favor of the Employer, any business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Employer (each, an “Affiliate”), and their respective officers and directors in a form provided by the Employer no later than the date of termination (the “Release”) and the Release has become effective within 30 days after the date of termination:

(i) For the greater of (x) three months or (y) 12 months less the number of full or partial months from the Effective Date through the date of termination (such applicable number of months, the “Severance Period”), the Employer will (a) continue to pay Executive’s monthly Base Salary in effect on the date of termination and (b) pay 1/12 of the highest annual bonus paid or payable, including by reason of any deferral, for the two years immediately preceding the year in which Executive’s employment terminates, such payments to be made on the same periodic dates as salary payments would have been made to Executive had Executive’s employment not been terminated, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986 (the “Code”); and (ii) Executive will receive a welfare continuance benefit in an amount equal to the product of (x) the number of months in the Severance Period times (y) the excess of the monthly premium that would apply as of Executive’s date of termination for continued health, dental and vision plan coverage for Executive and Executive’s “qualified beneficiaries” (as defined in Section 4980B of the Code) over the monthly amount that Executive paid for such coverage immediately before Executive’s termination.

Such payment will be made only for individuals (including Executive) who are covered under such plan or plans immediately prior to Executive’s termination, but without regard to whether an election for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 is made. Such payment will be made in a lump sum on the 30th day after date of termination of Executive’s employment, net of employment and income tax withholding.

Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 4(c) or under Section 4(d) of this Agreement in the event the Employer determines that Executive has breached any of the covenants set forth in Section 5 of this Agreement and files an action to enforce the covenants or gives Executive a notice that a claim is being initiated under Section 6 of this Agreement. Further, in such a proceeding, the Employer shall seek, and Executive shall be liable to return to the Employer, any payments made to Executive under this Section 4 dating back to the date of the original breach.

(d) Termination by Executive for Good Reason. Executive may voluntarily terminate Executive’s employment under this Agreement for Good Reason at any time before, or more than one year after, a Change in Control shall have occurred and be entitled to receive the compensation and other benefits set forth in Section 4(c) relating to a termination without Cause, provided Executive signs the Release and it becomes effective within 30 days after the date of termination of Executive’s employment. Executive must provide written notice to the Employer of the existence of the event or condition constituting such Good Reason within 90 days of the initial occurrence of the event or condition alleged to constitute Good Reason. Upon delivery of such notice by Executive, the Employer shall have a period of 30 days during which it may remedy in good faith the event or condition constituting Good Reason, and Executive’s employment shall continue in effect during such time so long as the Employer is making diligent efforts to cure. In the event the Employer shall remedy in good faith the event or condition constituting Good Reason during such 30-day period, then such notice of termination shall be null and void, and the Employer shall not be required to pay the amount due to Executive under this Section 4(d).

For purposes of this Agreement, “Good Reason” shall mean:

(i) a material diminution in any of Executive’s positions under Section 1 or Executive’s authority, duties or responsibilities in any of such positions;

(ii) the relocation of Executive’s primary office at which Executive must perform the services to be provided by Executive pursuant to this Agreement by more than 50 miles from its location as of the Effective Date without Executive’s written consent;

(iii) the failure of the Employer to comply with the provisions of Section 3 or a material breach by the Employer of any other provision of this Agreement; or

(iv) any limitation imposed by the Employer upon Executive’s performance of Executive’s duties that substantially impairs Executive’s ability to perform Executive’s duties in compliance with the Exchange Act (as defined below) or applicable bank holding company or bank laws and regulations.

Notwithstanding the above, Good Reason shall not include any resignation by Executive where Cause for Executive’s termination by the Employer exists and has been asserted by the Employer. Executive and the Employer agree that this Section 4(d) shall not apply to a termination for Good Reason in connection with a Change in Control and that Section 4(g) shall apply in such a circumstance.

(e) Resignation without Good Reason; Resignation of All Other Positions. Executive may terminate his employment under this Agreement without Good Reason by written notice to the Bank effective 90 days after receipt of such notice by the Bank. If Executive terminates his employment without Good Reason, Executive shall have no right to render services or to receive compensation or other benefits under this Agreement for any period after such termination. It shall not constitute a breach of this Agreement for the Employer to suspend Executive’s duties and to place Executive on paid leave during the notice period. Further, effective upon the termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer or an employee of the Company or the Bank or as a member of the Board of Directors (or committee thereof) of the Company or the Bank or any of the Employer’s Affiliates.

(f) Change in Control. For purposes of this Agreement, a Change in Control means any of the following actions identified in clauses (i), (ii) or (iii) below:

(i) The acquisition by any Person (as defined below) of beneficial ownership of 50% or more of the then outstanding shares of common stock of the Company, provided that it shall not constitute a Change in Control if (a) the acquisition is directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege) or (b) individuals who constitute the Incumbent Board (as defined below) immediately prior to the acquisition continue to constitute a majority of the Board of Directors of the Company for the 12-month period immediately after the acquisition.

(ii) Individuals who constitute the Board of Directors of the Company on the Effective Date (the “Incumbent Board”) cease to constitute a majority of the Board of Directors of the Company within a 12-month period, provided that any director whose nomination was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board, but excluding any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company.

(iii) Consummation of a reorganization, merger, share exchange or consolidation involving the Company (a “Reorganization”), unless each of the following conditions is satisfied: (a) at least 40% of the then outstanding shares of common stock of the corporation resulting from the Reorganization is beneficially owned by all or substantially all of the former shareholders of the Company in substantially the same proportions, relative to each other, as their ownership existed in the Company immediately prior to the Reorganization; (b) no Person beneficially owns 20% or more of either (1) the then outstanding shares of common stock of the corporation resulting from the transaction or (2) the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors; and (c) at least a majority of the members of the board of directors of the corporation resulting from the Reorganization were members of the Incumbent Board at the time of the execution of the initial agreement providing for the Reorganization.

For purposes of this Agreement, a Change in Control occurs on the date on which an event described in clause (i), (ii) or (iii) immediately above occurs. If a Change in Control occurs on account of a series of transactions or events, the Change in Control occurs on the date of the last of such transactions or events. For purposes of this Section 4(f) of this Agreement, “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, and “beneficial ownership” has the meaning given the term in Rule 13d-3 under the Exchange Act.

(g) Termination due to Change in Control. If Executive’s employment is terminated without Cause or if Executive resigns for Good Reason, in either case within one year after a Change in Control shall have occurred, (i) Executive shall receive any unpaid Base Salary through the date of termination within 30 days after the date of termination, (ii) the amount set forth in Section 4(c)(ii) shall be paid to Executive as provided therein, (iii) Executive shall be paid in a lump sum no later than the 30th day after the date of such termination, net of employment and income tax withholding, an amount equal to the number of months remaining in the then current Employment Period times the sum of (A) (x) the monthly Base Salary in effect on the date of termination or, (y) if greater, the highest monthly base salary in effect in the three months immediately prior to the Change in Control, plus (B) one-twelfth (1/12) of the highest annual bonus paid or payable, including by reason of any deferral, for the two years immediately preceding the year in which Executive’s employment terminates, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A and Executive’s continuing compliance with the covenants under Section 5 of this Agreement.

Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 4(g) in the event the Employer determines that Executive has breached any of the covenants set forth in Section 5 and files an action to enforce the covenants or gives Executive notice that a claim is being initiated under Section 6.

Further, in such a proceeding, the Employer shall seek, and Executive shall be liable to return to the Employer, any payments made to Executive under this Section 4 dating back to the date of the original breach. As a condition precedent to the entitlement or receipt of any payments or vesting under this Section 4(g), Executive must sign the Release, and the Release must become effective within 30 days after the date of termination.

(h) Parachute Taxes. Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Employer or its Affiliates to Executive or for Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would, but for this Section 4(h), be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments: (A) shall be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”); or (B) shall be payable in full if Executive’s receipt on an after-tax basis of the full amount of payments and benefits (after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax)) would result in Executive retaining an amount greater than the Reduced Amount. Any determination required under this Section 4(h), including whether any payments or benefits are Parachute Payments, shall be made by the accounting firm or tax counsel selected by the Bank in its sole discretion (the “Tax Advisor”), which shall provide detailed supporting calculations to the Bank and Executive. The Bank and Executive shall provide the Tax Advisor with such information and documents as the Tax Advisor may reasonably request in order to make a determination under this Section 4(h). For purposes of making the calculations and determinations required by this Section 4(h), the Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Tax Advisor’s determinations shall be final and binding on the Bank and Executive. The Bank shall be responsible for all fees and expenses incurred by the Tax Advisor in connection with the calculations required by this Section 4(h).

5. Covenants of Executive.

(a)

Noncompetition.

(i)

Executive agrees that when employed with the Employer during the Employment Period and for any further period in which Executive is employed with the Employer and for three months after Executive is no longer employed by the Employer for any reason (the “Noncompete Period”), except as set forth in Section 5(a)(ii), Executive will not directly or indirectly, as a principal, agent, employee, employer, investor, director, consultant, co-partner or in any other individual or representative capacity whatsoever engage in a Competitive Business anywhere in the Market Area (as such terms are defined below) by (i) owning, managing or controlling a Competitive Business, or (ii) performing competitive duties that are the same as or substantially similar to those which Executive performed on behalf of the Employer or any of its Affiliates during the last 24 months of Executive’s employment by the Employer for or on behalf of any Person engaged in a Competitive Business.

Notwithstanding the foregoing, Executive may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any business enterprise (but without otherwise participating in the activities of such enterprise) that engages in a Competitive Business in the Market Area and whose securities are listed on any national securities exchange or have been registered under Section 12 of the Exchange Act.

(ii)

If the Employer terminates Executive for Cause, the covenants of Section 5(a)(i) shall not apply unless the Employer (A) provides written notice to Executive, within 15 days after Executive’s termination date, that such covenants shall apply for a period specified in the notice, which period shall not exceed 12 months following Executive’s termination date (the period specified, the “Applicable Period”) and (B) agrees to continue to pay the monthly Base Salary on regular payroll dates through the end of the Applicable Period. Payment of the monthly Base Salary will cease, however, in the event the Employer determines that Executive has breached the covenants set forth in Section 5 during the Applicable Period and files an action to enforce the covenants or gives Executive a notice that a claim is being initiated under Section 6 of this Agreement. Further, in such a proceeding, the Employer shall seek, and Executive shall be liable to return to the Employer, any payments made to Executive under this Section 5(a)(ii) dating back to the date of the original breach. For clarity, the covenants of Section 5(a) shall continue to apply during the remainder of the Applicable Period (and the covenants of Section 5(b) and 5(c) shall continue to apply during the remainder of the Noncompete Period).

(b) Nonsolicitation of Customers. Executive agrees that when employed with the Employer during the Employment Period and for any further period in which Executive is employed with the Employer and for 12 months after Executive is no longer employed by the Employer for any reason (the “Nonsolicit Period”), Executive will not, directly or indirectly, solicit, divert from the Employer or its Affiliates, or transact business with any Customer (as defined below) of the Employer or its Affiliates, with whom Executive had Material Contact (as defined below) during the last 12 months of Executive’s employment or about whom Executive obtained information not known generally to the public while acting within the scope of Executive’s employment during the last 12 months of employment, if the purpose of such solicitation, diversion or transaction is to compete with the Employer or its Affiliates by providing products or services that are the same as or substantially similar to, and competitive with, those offered by Employer or its Affiliates at the time Executive’s employment ceases.

(c) Nonsolicitation of Employees. Executive agrees that when employed by the Employer and through the Nonsolicit Period, Executive will not, directly or indirectly, hire any person employed by the Employer or its Affiliates during the last six months of Executive’s employment, or solicit for hire or induce any such person to terminate employment with the Employer or its Affiliates, if the purpose is to compete with the Employer or its Affiliates.

(d) Definitions. As used in this Agreement:

(i) The term “Competitive Business” means any of the following businesses in which Executive was engaged in at any time during the last 24 months of Executive’s employment with the Employer on behalf of the Employer: (A) the financial services business, which encompasses one or more of the following businesses, so long as and to the extent that the Employer or any of its Affiliates are engaged in any of such businesses at the time Executive’s employment ceases: consumer and commercial banking, insurance brokerage, residential and commercial mortgage lending, and wealth management, and (B) fintech or “banking as a service” applications, products or services, or support or lending to businesses that are engaged in fintech services or the “banking as a service” field or that offer fintech or “banking as a service” applications, products or services that are competitive with those for which the Employer or any of its Affiliates is receiving direct or indirect fees, income and/or compensation at the time Executive’s employment ceases, including as a sponsor bank, issuing bank or bank of record, so long as and to the extent that the Employer or any of its Affiliates are engaged in any such business at the time Executive’s employment ceases (collectively, the “Fintech Business”), and (C) any other business in which the Employer or any of its Affiliates are engaged so long as and to the extent that the Employer or any of its Affiliates are engaged in any such other business at the time Executive’s employment ceases.

(ii) The term “Customer” means (A) any Person (as defined below) with whom the Employer or its Affiliates had a depository or other contractual relationship, pursuant to which the Employer or its Affiliates provided products or services during the last 12 months of Executive’s employment, (B) any Person engaged in the Fintech Business with whom Employer or its Affiliates had a contractual relationship (a “Fintech Business Partner”), or (C) any prospective Customer or prospective Fintech Business Partner with whom Executive had substantive contact during the last 12 months of his employment for the purpose of encouraging or soliciting them to do business with the Employer or its Affiliates.

(iii) The terms “Fintech Business” and “Fintech Business Partner” shall have the meanings as defined above.

(iv) The term “Market Area” means any city, town, county or municipality in which the Employer or its Affiliates is operating a retail banking office or a mortgage office as of the date Executive’s employment ceases, and any immediately adjacent city, town, county or municipality and provided further that, with respect to the Fintech Business, Market Area means any U.S. state in which the Employer or any Affiliate engages in the Fintech Business as of the date Executive’s employment ceases.

(v) The term “Material Contact” means that Executive personally communicated with the Customer, either orally or in writing, for the purpose of providing, offering to provide or assisting in providing products or services of the Employer or its Affiliates during the last 12 months of Executive’s employment.

(vi) The term “Person” means any person, partnership, corporation, company, group or other entity, except as otherwise provided for purposes of Section 4(f).

(e) Confidentiality. As an employee of the Employer, Executive will have access to and may participate in the origination of non-public, proprietary and confidential information relating to the Employer and/or its Affiliates and Executive acknowledges a fiduciary duty owed to the Employer or its Affiliates not to disclose any such information. Confidential information may include, but is not limited to, trade secrets, customer lists and information, internal corporate planning, methods of marketing and operation, personnel data, computer software and all data base technologies, know-how, processes, applications, platforms, business arrangements with Fintech Business Partners, and other data or information of or concerning the Employer or its Affiliates or their customers that is not generally known to the public or generally in the banking industry. Executive agrees that for a period of five years following the cessation of employment, Executive will not use or disclose to any third party any such confidential information, either directly or indirectly, including in conducting a business, except as may be authorized in writing specifically by Employer; provided, however that to the extent the information covered by this Section 5 is otherwise protected by the law, such as “trade secrets,” as defined by the Virginia Uniform Trade Secrets Act, or customer information protected by banking privacy laws, that information shall not be disclosed or used for however long the legal protections applicable to such information remain in effect.

Nothing in this Agreement restricts or prohibits Executive or Executive’s counsel from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before a self-regulatory authority or a governmental, law enforcement or other regulatory authority, including the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, the U.S. Department of Justice, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the U.S. Congress, and any Office of Inspector General (collectively, the “Regulators”), from participating in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that are protected under or from receiving an award for information provided under the whistleblower provisions of state or federal law or regulation. Executive does not need the prior authorization of the Employer to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents containing confidential information to the Regulators, or make any such reports or disclosures to the Regulators. Executive is not required to notify the Employer that Executive has engaged in such communications with the Regulators. Executive recognizes and agrees that, in connection with any such activity outlined above, Executive must inform the Regulators that the information Executive is providing is confidential.

Federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret under either of the following conditions:

•

Where the disclosure is made (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (b) solely for the purpose of reporting or investigating a suspected violation of law; or

•

Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

(f) Acknowledgment. The covenants contained in this Section 5 shall be construed and interpreted in any proceeding to permit their enforcement to the maximum extent permitted by law. Executive acknowledges and agrees that the covenants contained in this Section 5 are in consideration for this Agreement and payment hereunder including payments that may be made under Section 4. Executive represents that his experience and capabilities are such that Executive can obtain employment in a business that is engaged in other lines and/or of a different nature than the Employer and its Affiliates, and that the enforcement of the covenants herein will not prevent Executive from earning a sufficient livelihood. Executive further agrees that the restrictions imposed herein are necessary for the reasonable and proper protection of the Employer and its Affiliates, and that each and every one of the restrictions is reasonable in respect to length of time, geographic area and scope of prohibited activities, and that the restrictions are neither overly restrictive on Executive’s post-employment activity nor overly burdensome for Executive to abide by while in the employ of the Employer. Without limiting the foregoing, Executive agrees that the Fintech Business of the Employer and its Affiliates has a nationwide geographic scope and that such businesses would be irreparably harmed if Executive were to compete within such field anywhere in the United States. If, however, the time, geographic and/or scope of activity restrictions set forth in this Section 5 are found by an arbitrator or court to exceed the standards deemed enforceable, the arbitrator or court, as applicable, is empowered and directed to modify the restriction(s) to the extent necessary to make them enforceable. Notwithstanding anything to the contrary herein, nothing in this Agreement shall be construed to prohibit any activity that cannot reasonably be construed to further in any meaningful way any actual or potential competition against the Employer or an Affiliate.

(g) Enforcement. Executive acknowledges that damages at law would not be a measurable or adequate remedy for breach of the covenants contained in this Section 5 and, accordingly, Executive agrees to submit to the equitable jurisdiction of any court of competent jurisdiction in connection with any action to enjoin Executive from violating any such covenants. In the event legal action is commenced with respect to the provisions of this Section 5 and Executive has not strictly observed the restrictions set forth in this Section 5, then the restricted periods described in subsections (a), (b), and (c) in this Section 5 may, in the court or arbitrator’s discretion, be tolled and run anew from the date of any Final Determination (as defined below) of such legal action. “Final Determination” shall mean the expiration of time to file any possible appeal from a final judgment in such legal action or, if an appeal be taken, the final determination of the final appellate proceeding. All the provisions of this Section 5 will survive termination and expiration of this Agreement.

6. Dispute Resolution.

(a) Except as provided in Section 6(c) below the Employer and Executive acknowledge and agree that any dispute or controversy arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction, performance, breach, or termination thereof, shall be settled by binding arbitration unless otherwise required by law, to be held in Charlottesville, Virginia, in accordance with the JAMS Employment Arbitration Rules & Procedures. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The party against whom the arbitrator(s) shall render an award shall pay the other party’s reasonable attorneys’ fees and other reasonable costs and expenses in connection with the enforcement of its rights under this Agreement (including the enforcement of any arbitration award in court), unless and to the extent the arbitrator(s) shall determine that under the circumstances recovery by the prevailing party of all or a part of any such fees and costs and expenses would be unjust.

(b) The arbitrator(s) shall apply Virginia law to the merits of any dispute or claim, without reference to rules of conflicts of law. Executive hereby consents to the personal jurisdiction of the state and federal courts located in Virginia for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants.

(c) The parties may apply to any Virginia state court or federal district court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, to the extent that such court would have jurisdiction over the subject matter of such action, without breach of this arbitration agreement and without abridgment of the powers of the arbitrator.

(d) EXECUTIVE HEREBY CONFIRMS EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION 6, WHICH DISCUSSES ARBITRATION, AND UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES, EXCEPT AS PROVIDED IN SECTION 6(c), TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, UNLESS OTHERWISE REQUIRED BY LAW, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF EXECUTIVE’S RELATIONSHIP WITH THE EMPLOYER AND ITS AFFILIATES.

7. Non-disparagement. Executive will not at any time during or after the Employment Period make, publish or communicate to any Person or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Employer, its Affiliates, or their business, or any of their directors, employees, customers, and other associated third parties. This Section 7 does not, in any way, restrict or impede Executive from exercising protected rights, including those described in Section 5(e), to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by law, regulation or order. Executive shall promptly provide written notice of any such order to the Employer.

8. Regulatory Provisions.

(a) Suspension or Temporary Prohibition from Participation. If Executive is suspended and/or temporarily prohibited from participating in the conduct of the affairs of the Employer by a notice served under the Federal Deposit Insurance Act (the “FDIA”) or an order issued by any federal or state government agency, the obligations of the Employer under this Agreement shall be suspended as of the date of service of such notice or the issuance date of such order. If the charges in the notice or order are dismissed, the Employer shall (i) pay Executive all or part of the compensation withheld while its obligations under this Agreement were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

(b) Removal or Permanent Prohibition from Participation. If Executive is removed and/or permanently prohibited from participating in the conduct of the affairs of the Employer by a notice served under the FDIA or an order issued by any federal or state government agency, all obligations of the Employer under this Agreement shall terminate as of the date of service of such notice or the issuance date of such order, but Executive’s vested rights under any employee benefit plans and programs of the Employer shall not be affected.

(c) Default. If the Employer is in default as defined in the FDIA or any order issued by any federal or state government agency, all obligations of the Employer under this Agreement shall terminate as of the date of default, but the operation of this Section 8(c) shall not affect any of Executive’s vested rights under any employee benefit plans and programs of the Employer.

(d) Mitigation. The Employer will use its commercially reasonable efforts to mitigate any adverse impact of Sections 8(a), 8(b) and 8(c) on Executive.

(e) Payment Prohibition. If the Employer is prohibited from making a payment provided for in this Agreement pursuant to the provisions of Part 359 of the regulations of the Federal Deposit Insurance Corporation (the “FDIC”), then the Employer shall not be obligated to make such payment, and Executive shall have no right to receive such payment. If the Employer is prohibited from making a payment provided for in this Agreement without the prior consent or approval of the FDIC, the Office of the Comptroller of the Currency or another appropriate federal banking agency, then the Employer shall not be obligated to make such payment, and Executive shall have no right to receive such payment, unless such consent or approval is received. The Employer hereby agrees and covenants to use its best efforts to obtain the required consent or approval as expeditiously as possible and agree to provide Executive with documentation of its efforts and status reports as requested.

9. Miscellaneous.

(a) Severability. If any clause or provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, then the remainder of this Agreement shall not be affected thereby, and in lieu of each clause or provision of this Agreement which is illegal, invalid or unenforceable, there shall be added, as part of this Agreement, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and as may be legal, valid and enforceable.

(b) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts of law principles.

(c) Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and no agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. This Agreement may be amended only by an agreement signed by the parties hereto.

(d) Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising, in whole or in part, any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege.

(e) Binding Effect; Survival. This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors, heirs and assigns, provided that no part of this Agreement is assignable by Executive. Except as otherwise expressly provided herein, upon the termination or expiration of this Agreement the respective rights and obligations of the parties hereto shall survive such termination or expiration to the extent necessary to carry out the intentions of the parties set forth in this Agreement.

(f) No Construction Against Any Party. This Agreement is the product of informed negotiations between the parties. If any part of this Agreement is deemed to be unclear or ambiguous, it shall be construed as if it were drafted jointly by all parties. The parties agree that no party hereto was in a superior bargaining position regarding the substantive terms of this Agreement.

(g) Clawback. Any incentive-based compensation or award that Executive receives, or has received, from the Employer or its Affiliates under this Agreement or otherwise, will be subject to clawback by the Employer as may be required by applicable law or stock exchange listing requirement and on such basis as the Board of Directors of the Company or of the Bank reasonably determined in good faith, including pursuant to any incentive compensation clawback policy adopted by the Board of Directors of the Company or of the Bank.

(h) Documents. All documents, records, tapes and other media of any kind or description relating to the business of the Employer or its Affiliates (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of the Employer. The Documents and any copies thereof stored in any manner, together with any Employer issued equipment, vehicles, keys, security devices, identification cards, computers, cell phones and other devices, that are in Executive’s possession or control shall be returned to the Employer immediately upon Executive’s termination of employment for any reason or at such earlier time as the Board or its designees may specify.

(i) Section 409A Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A to the extent required to avoid a violation of Section 409A. Notwithstanding the foregoing, neither the Employer nor any Affiliate makes any representation that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Employer or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination or if sooner the date of Executive’s death (the “Specified Employee Payment Date”) to the extent required for compliance with Section 409A. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive (or Executive’s beneficiary) in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

Any payment under Section 4 of this Agreement that is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A, and that is subject to the Release becoming effective, and that would otherwise be paid in the first 30 days after Executive’s termination date shall be paid, if at all, on such 30th day and any remaining payments shall be made in accordance with their original schedule.

Payments with respect to reimbursements of expenses or in-kind benefits shall be paid or provided in accordance with the Employer’s applicable policy or benefit plan, but in all events reimbursements shall be paid no later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement or provision in any other calendar year.

(j) Notices. Any notices and other communications provided for by this Agreement will be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid (in which case notice will be deemed to have been given on the third day after mailing), or by overnight delivery by a reliable overnight courier service (in which case notice will be deemed to have been given on the day after delivery to such courier service). Notices to the Employer shall be directed to the Corporate Secretary of the Bank, with a copy directed to the Chairman of the Board. Notices to Executive shall be directed to Executive’s last known address. Any party may designate another address in writing (or by such other method approved by the Employer) from time to time.

(k) Acknowledgement of Full Understanding. EXECUTIVE ACKNOWLEDGES AND AGREES:(i)THAT EXECUTIVE HAS FULLY READ, UNDERSTANDS AND IS VOLUNTARILY ENTERING INTO THIS AGREEMENT; AND(ii)THAT EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EXECUTIVE’S CHOICE BEFORE SIGNING THIS AGREEMENT.

(l) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(m) Tax Withholding. The Employer is authorized to withhold from all amounts paid or provided under this Agreement applicable taxes required to be withheld thereon.

[Signatures page follows]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written.

BLUE RIDGE BANK, NATIONAL ASSOCIATION


	By:	/s/ Mensel D. Dean, Jr.
		Mensel D. Dean, Jr.
		Chairman of the Board of Directors


		/s/ G. William Beale
		G. William Beale

EX-31.1 3 brbs-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Section 302 Certification

I, G. William Beale, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Blue Ridge Bankshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant‘s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



/s/ G. William Beale				Date: August 7, 2023
G. William Beale
President and Chief Executive Officer

EX-31.2 4 brbs-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Section 302 Certification

I, Judy C. Gavant, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Blue Ridge Bankshares, Inc.;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



/s/ Judy C. Gavant				Date: August 7, 2023
Judy C. Gavant
Executive Vice President and Chief Financial Officer

EX-32.1 5 brbs-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Blue Ridge Bankshares, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 that based on their knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

/s/ G. William Beale

G. William Beale

President and Chief Executive Officer

/s/ Judy C. Gavant

Judy C. Gavant

Executive Vice President and Chief Financial Officer

August 7, 2023