株探米国株
英語
エドガーで原本を確認する
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Table of Contents

 

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

BANK OF THE JAMES FINANCIAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

______________________

Virginia

001-35402

20-0500300

(State or other jurisdiction of

incorporation or organization)

(Commission file number)

(I.R.S. Employer

Identification No.)

828 Main Street, Lynchburg, VA

24504

(Address of principal executive offices)

(Zip Code)

(434) 846-2000

(Registrant’s telephone number, including area code)

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, 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.

 

Large accelerated filer

 

☐

  

Accelerated filer

 

☐

Non-accelerated filer

 

☒

  

Smaller reporting company

 

☒

Emerging growth company

 

☐

  

 

______________________

Securities registered or to be 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, 2.14 per share par value

BOTJ

The NASDAQ Stock Market LLC

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 by Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 4,543,338 shares of Common Stock, par value $2.14 per share, were outstanding at August 11, 2023.
‎

Table of Contents

 

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.    Consolidated Financial Statements

1

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

38

Item 3. Quantitative and Qualitative Disclosures About Market Risk

50

Item 4. Controls and Procedures

50

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

50

Item 1A. Risk Factors

50

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

50

Item 3. Defaults Upon Senior Securities

51

Item 4. Mine Safety Disclosures

51

Item 5. Other Information

51

Item 6. Exhibits

52

SIGNATURES

52

Table of Contents

 

PART I – FINANCIAL INFORMATION

Item 1.    Consolidated Financial Statements

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Balance Sheets

(dollar amounts in thousands, except per share amounts) (2023 unaudited)

June 30,

December 31,

Assets

2023

2022

Cash and due from banks

$                 22,389

$                 30,025

Federal funds sold

51,140

31,737

Total cash and cash equivalents

73,529

61,762

Securities held-to-maturity, at amortized cost (fair value of $3,172 in 2023 and $3,135 in 2022) net of allowance for credit loss of $0 in 2023

3,630

3,639

Securities available-for-sale, at fair value

186,625

185,787

Restricted stock, at cost

1,357

1,387

Loans, net of allowance for credit losses of $7,586 in 2023 and $6,259 in 2022

610,418

605,366

Loans held for sale

6,160

2,423

Premises and equipment, net

17,561

17,974

Interest receivable

2,525

2,736

Cash value - bank owned life insurance

21,304

19,237

Other real estate owned

500

566

Customer relationship intangibles

7,472

7,845

Goodwill

2,054

2,054

Other assets

17,761

17,795

Total assets

$               950,896

$               928,571

Liabilities and Stockholders’ Equity

Deposits

Noninterest bearing demand

$               151,261

$               154,884

NOW, money market and savings

525,765

560,479

Time deposits

190,066

132,775

Total deposits

867,092

848,138

Capital notes, net

10,040

10,037

Other borrowings

10,173

10,457

Interest payable

269

89

Other liabilities

10,590

9,624

Total liabilities

$               898,164

$               878,345

Commitments and Contingencies

 

 

Stockholders’ equity

Preferred stock; authorized 1,000,000 shares; none issued and outstanding

$                           -

$                           -

Common stock $2.14 par value; authorized 10,000,000 shares; issued and outstanding 4,543,338 as of June 30, 2023 and 4,628,657 as of December 31, 2022

9,723

9,905

Additional paid-in-capital

35,253

36,068

Retained earnings

33,219

31,034

Accumulated other comprehensive (loss)

(25,463)

(26,781)

1

See accompanying notes to these consolidated financial statements

Table of Contents

 

Total stockholders’ equity

$                 52,732

$                 50,226

Total liabilities and stockholders’ equity

$               950,896

$               928,571


‎

2

See accompanying notes to these consolidated financial statements

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Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Income

(dollar amounts in thousands, except per share amounts) (unaudited)

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

Interest Income

2023

2022

2023

2022

Loans

$                   7,835

$                   6,174

$                 15,261

$                 12,079

Securities

US Government and agency obligations

321

322

641

580

Mortgage backed securities

406

452

820

759

Municipals - taxable

285

270

567

541

Municipals - tax exempt

19

19

37

37

Dividends

33

27

41

31

Corporates

141

143

284

251

Interest bearing deposits

93

27

241

34

Federal Funds sold

450

164

789

201

Total interest income

9,583

7,598

18,681

14,513

Interest Expense

Deposits

NOW, money market savings

662

115

1,022

241

Time deposits

1,374

146

2,235

324

FHLB borrowings

-

-

31

-

Finance leases

21

24

44

49

Other borrowings

100

108

199

222

Capital notes

81

81

163

163

Total interest expense

2,238

474

3,694

999

Net interest income

7,345

7,124

14,987

13,514

Recovery of credit losses

(254)

(300)

(114)

(600)

Net interest income after recovery of credit losses

7,599

7,424

15,101

14,114

Noninterest income

Gain on sales of loans held for sale

1,153

1,299

2,076

3,203

Service charges, fees and commissions

955

658

1,938

1,250

Wealth management fees

1,042

961

2,048

1,976

Life insurance income

134

112

266

225

Other

160

4

160

11

Total noninterest income

3,444

3,034

6,488

6,665

Noninterest expenses

Salaries and employee benefits

4,345

4,533

8,613

8,522

Occupancy

459

432

931

903

Equipment

636

617

1,312

1,223

Supplies

133

122

281

264

Professional, data processing, and other outside expense

1,412

871

2,783

1,925

Marketing

285

247

479

439

Credit expense

209

259

405

521

Other real estate expenses, net

7

6

33

12

3

See accompanying notes to these consolidated financial statements

Table of Contents

 

FDIC insurance expense

91

131

195

261

Amortization of intangibles

234

140

373

280

Other

65

234

546

890

Total noninterest expenses

7,876

7,592

15,951

15,240

Income before income taxes

3,167

2,866

5,638

5,539

Income tax expense

633

574

1,120

1,108

Net Income

$                   2,534

$                   2,292

$                   4,518

$                   4,431

Weighted average shares outstanding - basic and diluted

4,545,173

4,740,657

4,581,726

4,740,657

Earnings per common share - basic and diluted

$                     0.56

$                     0.48

$                     0.99

$                     0.93


‎

4

See accompanying notes to these consolidated financial statements

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Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(dollar amounts in thousands) (unaudited)

For the Three Months

For the Six Months

Ended June 30,

Ended June 30,

2023

2022

2023

2022

Net Income

$          2,534 

$          2,292 

$          4,518 

$          4,431 

Other comprehensive income (loss):

Unrealized gain (loss) on securities available-for-sale

(1,602)

(11,671)

1,668 

(25,162)

Tax effect

337 

2,450 

(350)

5,284 

Other comprehensive income (loss), net of tax

(1,265)

(9,221)

1,318 

(19,878)

Comprehensive income (loss)

$          1,269 

$        (6,929)

$          5,836 

$      (15,447)


‎

5

See accompanying notes to these consolidated financial statements

Table of Contents

 

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(dollar amounts in thousands) (unaudited)

For the Six Months Ended June 30,

2023

2022

Cash flows from operating activities

Net Income

$                    4,518 

$                    4,431 

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

723 

631 

Net amortization and accretion of premiums and discounts on securities

204 

237 

Amortization of debt issuance costs

3

4 

(Gain) on sales of loans held for sale

(2,076)

(3,203)

Proceeds from sales of loans held for sale

80,434 

123,182 

Origination of loans held for sale

(82,095)

(122,811)

Recovery of credit losses

(114)

(600)

Impairment of other real estate owned

26 

-

Amortization of intangibles

373 

280 

Bank owned life insurance income

(266)

(225)

Decrease (increase) in interest receivable

211 

(251)

(Increase) in other assets

(574)

(649)

Increase (decrease) in interest payable

180 

(9)

Increase in other liabilities

1,049 

110 

Net cash provided by operating activities

$                    2,596 

$                    1,127 

Cash flows from investing activities

Purchases of securities available-for-sale

$                   (4,206)

$                 (71,580)

Proceeds from maturities, calls and paydowns of securities available-for-sale

4,843 

6,027 

Purchases of bank owned life insurance

(1,800)

-

Sale (purchase) of Federal Home Loan Bank stock

30 

(63)

Proceeds from sale of other real estate owned

40 

-

Origination of loans, net of principal collected

(6,183)

(30,563)

Purchases of premises and equipment

(310)

(432)

Net cash (used in) investing activities

$                   (7,586)

$                 (96,611)

Cash flows from financing activities

Net increase (decrease) in deposits

$                  18,954 

$                 (11,710)

Principal payments on finance lease obligations

(182)

(177)

Principal payments on other borrowings

(284)

(264)

Repurchase of common stock

(997)

-

Dividends paid to common stockholders

(734)

(664)

Net cash provided by (used in) financing activities

$                  16,757 

$                 (12,815)

Increase (decrease) in cash and cash equivalents

11,767 

(108,299)

Cash and cash equivalents at beginning of period

$                  61,762 

$                183,153 

Cash and cash equivalents at end of period

$                  73,529 

$                  74,854 

Supplemental schedule of noncash investing and financing activities

Noncash transactions

Fair value adjustment for securities available-for-sale

$                   (1,668)

$                 (25,162)

Supplemental disclosures of cash flow information

Cash transactions

6

See accompanying notes to these consolidated financial statements

Table of Contents

 

Cash paid for interest

$                    3,514 

$                    1,008 

Cash paid for income taxes

840 

900 

7

See accompanying notes to these consolidated financial statements

Table of Contents

 

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Six Months Ended June 30, 2023 and 2022

(dollars in thousands, except per share amounts) (unaudited)

Accumulated

Additional

Other

Shares

Common

Paid-in

Retained

Comprehensive

Outstanding

Stock

Capital

Earnings

(Loss)

Total

Balance at December 31, 2021

4,740,657

$          10,145

$     37,230

$     23,440

$             (1,386)

$       69,429

Net Income

-

-

-

2,139

-

2,139

Dividends paid on common stock ($0.07 per share)

-

-

-

(332)

-

(332)

Other comprehensive (loss)

-

-

-

-

(10,657)

(10,657)

Balance at March 31, 2022

4,740,657

$          10,145

$     37,230

$     25,247

$           (12,043)

$       60,579

Net Income

-

-

-

2,292

-

2,292

Dividends paid on common stock ($0.07 per share)

-

-

-

(332)

-

(332)

Other comprehensive (loss)

-

-

-

-

(9,221)

(9,221)

Balance at June 30, 2022

4,740,657

$          10,145

$     37,230

$     27,207

$           (21,264)

$       53,318

Balance at December 31, 2022

4,628,657

$            9,905

$     36,068

$     31,034

$           (26,781)

$       50,226

Net Income

-

-

-

1,984

-

1,984

Dividends paid on common stock ($0.08 per share)

-

-

-

(370)

-

(370)

Repurchase of common stock

(68,619)

(147)

(666)

-

-

(813)

Adoption of ASU 2016-13

-

-

-

(1,599)

-

(1,599)

Other comprehensive income

-

-

-

-

2,583

2,583

Balance at March 31, 2023

4,560,038

$            9,758

$     35,402

$     31,049

$           (24,198)

$       52,011

Net Income

-

-

-

2,534

-

2,534

Dividends paid on common stock ($0.08 per share)

-

-

-

(364)

-

(364)

8

See accompanying notes to these consolidated financial statements

Table of Contents

 

Repurchase of common stock

(16,700)

(35)

(149)

-

-

(184)

Other comprehensive (loss)

-

-

-

-

(1,265)

(1,265)

Balance at June 30, 2023

4,543,338

$            9,723

$     35,253

$     33,219

$           (25,463)

$       52,732

9

See accompanying notes to these consolidated financial statements

Table of Contents

 

Notes to Consolidated Financial Statements

Note 1 – Basis of Presentation

Bank of the James Financial Group, Inc.’s (“Financial” or the “Company”) primary market area consists of the area commonly referred to as Region 2000 which encompasses the seven jurisdictions of the Town of Altavista, Amherst County, Appomattox County, the Town of Bedford, Bedford County, Campbell County, and the City of Lynchburg. Recently, the Company has expanded into Charlottesville, Roanoke, Blacksburg, Harrisonburg, Lexington, Rustburg, and Wytheville.

The unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. In management’s opinion the accompanying financial statements, which unless otherwise noted are unaudited, reflect all adjustments, consisting solely of normal recurring accruals, necessary for a fair presentation of the financial information as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 in conformity with accounting principles generally accepted in the United States of America. Additional information concerning the organization and business of Financial, accounting policies followed, and other related information is contained in Financial’s Annual Report on Form 10-K for the year ended December 31, 2022. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the year ended December 31, 2022 included in Financial’s Annual Report on Form 10-K. Results for the three and six month periods ended June 30, 2023 is not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Note 2 – Use of Estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for credit losses for loans.

Significant Accounting Policies and Estimates

Application of the principles of GAAP and practices within the banking industry requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements may reflect different estimates, assumptions, and judgments. Certain policies inherently rely more extensively on the use of estimates, assumptions, and judgments and as such may have a greater possibility of producing results that could be materially different than originally reported.

The Company’s significant accounting policies followed in the preparation of the unaudited consolidated financial statements are disclosed in Note 1 of the audited financial statements and notes for the year ended December 31, 2022 and are contained in the Company’s 2022 Annual Report on Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2022, except for the following:

Accounting Standards Adopted in 2023

ASU 2016-13: On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The CECL methodology requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost are presented at the net amount expected to be collected by using an allowance for credit losses.

In addition, CECL made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not, they will be required to sell.

The Company adopted ASC 326 and all related subsequent amendments thereto effective January 1, 2023 using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. At adoption, the after tax impact to retained earnings was an approximate reduction of $1.6 million based on our evaluation as of that date.


‎

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Note 2 – Use of Estimates (continued)

This adjustment consisted of increases to the allowance for credit losses on loans, as well as the Company’s allowance for unfunded loan commitments.

The Company adopted ASC 326 using the prospective transition approach for debt securities for which other-than-temporary impairment had been recognized prior to January 1, 2023. As of December 31, 2022, the Company did not have any other-than-temporarily impaired investment securities. The Company did not record an allowance for credit losses for securities classified as available-for-sale or held-to-maturity upon adoption.

The Company elected not to measure an allowance for credit losses for accrued interest receivable and instead elected to reverse interest income on loans or securities that are placed on nonaccrual status, which is generally when the instrument is 90 days past due, or earlier if the Company believes the collection of interest is doubtful. The Company has concluded that this policy results in the timely reversal of uncollectible interest.

Allowance for Credit Losses - Held-to-Maturity Securities

The primary indicators of credit quality for the Company’s held-to-maturity portfolio are security type and credit rating, which are influenced by a number of factors including obligor cash flow, geography, seniority, among other factors. Currently, the Company’s held-to-maturity securities consist completely of securities covered by the explicit or implied guarantee of the United States government or one of its agencies.

Changes in the allowance for credit loss are recorded as provision for (or recovery of) credit losses in the Consolidated Statements of Income. The Company did not have an allowance for credit losses on held-to-maturity securities as of June 30, 2023 or upon adoption of ASC 326.

Allowance for Credit Losses - Available-for-Sale Securities

Management evaluates all available-for-sale securities in an unrealized loss position on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. If the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security, the security is written down to fair value and the entire loss is recorded in earnings.

If either of the above criteria is not met, the Company evaluates whether the decline in fair value is the result of credit losses or other factors. In making the assessment, the Company may consider various factors including the extent to which fair value is less than amortized cost, downgrades in the ratings of the security by a rating agency, the failure of the issuer to make scheduled interest or principal payments and adverse conditions specific to the security. If the assessment indicates that a credit loss exists, the present value of cash flows expected to be collected are compared to the amortized cost basis of the security and any deficiency is recorded as an allowance for credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any amount of unrealized loss that has not been recorded through an allowance for credit loss is recognized in other comprehensive income.

Changes in the allowance for credit loss are recorded as a provision for (or recovery of) credit losses in the Consolidated Statements of Income. Losses are charged against the allowance for credit loss when management believes an available-for-sale security is confirmed to be uncollectible or when either of the criteria regarding intent or requirement to sell is met. At June 30, 2023, there was no allowance for credit loss related to the available-for-sale portfolio.

As set forth under “Interest receivable” on the Company’s Consolidated Balance Sheets, accrued interest receivable on available-for-sale securities totaled approximately $1.02 million at June 30, 2023 and was excluded from the estimate of credit losses.


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11

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Note 2 – Use of Estimates (continued)

Allowance for Credit Losses - Loans

The allowance for loan credit losses represents an amount which, in management’s judgment, is adequate to absorb the lifetime expected losses that may be sustained on outstanding loans at the balance sheet date based on the evaluation of the size and current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts of future economic conditions, and prepayment experience. The allowance for loan credit losses is measured and recorded upon the initial recognition of a financial asset. The allowance for loan credit losses is reduced by charge-offs, net of recoveries of previous losses, and is increased or decreased by a provision for (or recovery of) credit losses, which is recorded in the Consolidated Statements of Income.

The Company is utilizing a discounted cash flow model to estimate its current expected credit losses. For the purposes of calculating its quantitative reserves, the Company has segmented its loan portfolio based on loans which share similar risk characteristics. Within the quantitative portion of the calculation, the Company utilizes at least one or a combination of loss drivers, which may include unemployment rates and/or gross domestic product (“GDP”), to adjust its loss rates over a reasonable and supportable forecast period of one year. A straight-line reversion technique is used for the following four quarters, at which time the Company reverts to historical averages. To further adjust the allowance for credit losses for expected losses not already included within the quantitative component of the calculation, the Company may consider qualitative factors, including but not limited to: variability in the economic forecast, changes in volume and severity of adversely classified loans, changes in concentrations of credit, changes in the nature and volume of the loan segments, factors related to credit administration, and other idiosyncratic risks not embedded in the data used in the model.

Loans that do not share risk characteristics are evaluated on an individual basis. The Company designates individually evaluated loans on nonaccrual status as collateral dependent loans, as well as other loans that management of the Company designates as having higher risk and loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the allowance for credit losses. Under CECL, for collateral dependent loans, the Company has adopted the practical expedient to measure the allowance for credit losses based on the fair value of collateral. The allowance for credit losses is calculated on an individual loan basis based on the shortfall between the fair value of the loan’s collateral, which is adjusted for liquidation costs/discounts, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required.

The adoption of CECL did not result in a significant change to any other credit risk management and monitoring processes, including identification of past due or delinquent borrowers, nonaccrual practices or charge-off policy.

Allowance for Credit Losses – Unfunded Commitments

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit issued to meet customer financing needs. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.

The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for (or recovery of) credit losses in the Consolidated Statements of Income. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodology as the loan portfolio, taking into consideration the likelihood that funding will occur as well as any third-party guarantees. The allowance for unfunded commitments is included in other liabilities on the Company’s consolidated balance sheets.

Accrued Interest Receivable

The Company has elected to exclude accrued interest from the amortized cost basis in its determination of the allowance for credit losses for both loans and held-to-maturity securities, as well as elected the policy to write-off accrued interest receivable directly through the reversal of interest income. Accrued interest totaled approximately $1.49 million on loans and $16 thousand on held-to-maturity securities at June 30, 2023, and is included in “Interest Receivable” on the Company’s Consolidated Balance Sheets.

ASU 2022-02: On January 1, 2023, the Company adopted ASU 2022-02, “Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.” ASU 2022-02 addresses areas identified by the FASB as part of its post-implementation review of the credit losses standard (ASU 2016-13) that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt restructurings (“TDRs”) by creditors that have adopted the CECL model and enhance the disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. In addition, the amendments require that the Company disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. The Company adopted the standard prospectively and it did not have a material impact on the financial statements.

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Note 3 – Earnings Per Common Share (EPS)

The following is a summary of the earnings per share calculation for the three and six months ended June 30, 2023 and 2022.

Three Months Ended

Six Months Ended

June 30,

June 30,

2023

2022

2023

2022

Net income

$      2,534,000

$      2,292,000

$      4,518,000

$      4,431,000

Weighted average number of shares outstanding - basic and diluted

4,545,173

4,740,657

4,581,726

4,740,657

Earnings per common share - basic and diluted

$               0.56

$               0.48

$               0.99

$               0.93

In 2022, all restricted stock units (RSUs) were excluded from calculating diluted earnings per share as the Company elected to settle units vesting in 2022 wholly in cash. There are currently no outstanding RSUs as of June 30, 2023. There were no potentially dilutive shares outstanding in 2023 and 2022. Consequently, the weighted average shares and weighted average diluted shares were identical.

 

Note 4 – Stock Based Compensation

Accounting standards require companies to recognize the cost of employee services received in exchange for awards of equity instruments, such as stock options and restricted stock, based on the fair value of those awards.

At the annual meeting of shareholders held on May 15, 2018, the shareholders approved the Bank of the James Financial Group, Inc. 2018 Equity Incentive Plan (the “2018 Incentive Plan”). The 2018 Incentive Plan permits the issuance of up to 250,000 shares of common stock for awards to key employees of the Company and its subsidiaries in the form of stock options, restricted stock, restricted stock units, stock awards and performance units.

On January 2, 2019, the Company granted its first block of equity compensation under the 2018 Incentive Plan consisting of 24,500 restricted stock units. The recipients of restricted stock units do not receive shares of the Company’s stock immediately, but instead may receive shares, cash in lieu of shares, or a combination thereof upon satisfying the requisite service period specified by the terms and conditions of the grant. Additionally, the recipients of restricted stock units do not enjoy the rights of holder of the Company’s common stock until the units have vested and as such, they do not have voting rights or rights to nonforfeitable dividends. The related compensation expense is based on the fair value of the Company’s stock. The RSUs granted in 2019 vested over 3 years in thirds. The first one-third vested on January 2, 2020, the second one-third vested on January 2, 2021 and the final one-third vested January 2, 2022. The value of all of the vested portions of the grant were settled with cash payments and no shares were issued.

The total expense recognized for the three and six months ended June 30, 2023 and 2022 in connection with the restricted stock unit awards was $0. At June 30, 2023, there is no further unrecognized stock-based compensation expense related to the restricted stock units granted on January 2, 2019 as all units have vested and have been settled.


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Note 5 – Fair Value Measurements

Determination of Fair Value

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the Fair Value Measurements and Disclosures topic of FASB ASC, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market and in an orderly transaction between market participants at 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 Company’s 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 fair value guidance provides a consistent definition of fair value, which focuses on exit price in the principal or most advantageous market and in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

Fair Value Hierarchy

In accordance with this guidance, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Fair Value on a Recurring Basis

Securities Available-for-Sale

Fair values of securities available-for sale are based on quoted prices available in an active market. If quoted prices are available, these 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 flow.

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. Currently, all of the Company’s securities are considered to be Level 2 securities.


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Note 5 – Fair Value Measurements (continued)

Derivatives Assets/Liabilities – Interest Rate Lock Commitments (IRLCs)

The Company recognizes IRLCs at fair value based on the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis while taking into consideration the probability that the rate lock commitments will close. All of the Company’s IRLCs are classified as Level 3.

The below tables summarize the Company’s financial assets that were measured at fair value on a recurring basis during the period.

Carrying Value at June 30, 2023 (in thousands)

Quoted Prices

Significant

Significant

in Active

Other

Unobservable

Balance as of

Markets for

Observable

Inputs

June 30,

Identical Assets

Inputs

(Level 3)

Description

2023

(Level 1)

(Level 2)

US Treasuries

$

4,822

$

—

$

4,822

$

—

US agency obligations

60,352

—

60,352

—

Mortgage-backed securities

65,970

—

65,970

—

Municipals

39,929

—

39,929

—

Corporates

15,552

—

15,552

—

Total available-for-sale securities

$

186,625

$

—

$

186,625

$

—

IRLCs - asset

99

—

—

99

Total assets at fair value

$

186,724

$

—

$

186,625

$

99

Carrying Value at December 31, 2022 (in thousands)

Quoted Prices

Significant

Significant

in Active

Other

Unobservable

Balance as of

Markets for

Observable

Inputs

December 31,

Identical Assets

Inputs

(Level 3)

Description

2022

(Level 1)

(Level 2)

US Treasuries

$

4,741

$

—

$

4,741

$

—

US agency obligations

59,273

—

59,273

—

Mortgage-backed securities

67,842

—

67,842

—

Municipals

37,855

—

37,855

—

Corporates

16,076

—

16,076

—

Total available-for-sale securities

$

185,787

$

—

$

185,787

$

—

IRLCs – asset

91

—

—

91

Total assets at fair value

$

185,878

$

—

$

185,787

$

91


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Note 5 – Fair Value Measurements (continued)

The following table provides additional quantitative information about assets measured at fair value on a recurring basis and for which we have utilized Level 3 inputs to determine fair value:

Quantitative information about Level 3 Fair Value Measurements for June 30, 2023

(dollars in thousands)

Fair Value

Valuation Technique(s)

Unobservable Input

Range (Weighted Average) (1)

Assets

IRLCs – asset

$

99

Market approach

Range of pull through rate

70% - 100% (85%)

(1)    Weighted based on the relative value of the instruments

Quantitative information about Level 3 Fair Value Measurements for December 31, 2022

(dollars in thousands)

Fair Value

Valuation Technique(s)

Unobservable Input

Range (Weighted Average) (1)

Assets

IRLCs - asset

$

91

Market approach

Range of pull through rate

70% - 100% (85%)

(1)    Weighted based on the relative value of the instruments

Fair Value on a Non-recurring Basis

Collateral Dependent Loans with an ACLL

In accordance with ASC 326, we may determine that an individual loan exhibits unique risk characteristics which differentiate it from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. A loan is considered to be collateral dependent when, based upon management’s assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. We reevaluate the fair value of collateral supporting collateral dependent loans on a quarterly basis. The fair value of real estate collateral supporting collateral dependent loans is evaluated by appraisal services using a methodology that is consistent with the Uniform Standards of Professional Appraisal Practice. As of June 30, 2023, we had no collateral dependent loans with an ACLL.

Loans held for sale

Loans held for sale are carried at cost which approximates estimated fair value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during the period ended June 30, 2023. Gains and losses on the sale of loans are recorded within gains on sales of loans held for sale on the Consolidated Statements of Income.

Other real estate owned

Certain assets such as other real estate owned (OREO) are measured at fair value less cost to sell. We believe that the fair value component in its valuation follows the provisions of ASC 820.

Real estate acquired through foreclosure is transferred to OREO. The measurement of loss associated with OREO is based on the fair value of the collateral compared to the unpaid loan balance and anticipated costs to sell the property. The value of OREO property is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Bank using observable market data (Level 2).

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Note 5 – Fair Value Measurements (continued)

Any fair value adjustments are recorded in the period incurred and expensed against current earnings. However, in situations where the collateral is a house or building in the process of construction, the appraisal is more than 12 months old, management has determined the fair value of the collateral is further impaired below the appraised value, or the appraisal is not based solely on market comparables adjusted for observable inputs, the value is considered Level 3.

The following table summarizes the Company’s collateral dependent loans and OREO measured at fair value on a nonrecurring basis during the period (in thousands):

Carrying Value at June 30, 2023

Description

Balance as of June 30, 2023

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Other real estate owned

500

—

—

500

Carrying Value at December 31, 2022

Description

Balance as of December 31, 2022

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Impaired loans*

$

854

$

—

$

—

$

854

Other real estate owned

566

—

—

566

* Includes loans charged down to the net realizable value of the collateral.

The following table sets forth information regarding the quantitative inputs used to value assets classified as Level 3:

Quantitative information about Level 3 Fair Value Measurements for June 30, 2023

(dollars in thousands)

Fair Value

Valuation Technique(s)

Unobservable Input

Range (Weighted Average) (1)

Assets

OREO

500

Discounted appraised value

Selling cost

10%

Discount for lack of marketability and age of appraisal

5%

(1)Weighted based on the relative value of the instruments.

Quantitative information about Level 3 Fair Value Measurements for December 31, 2022

(dollars in thousands)

Fair Value

Valuation Technique(s)

Unobservable Input

Range (Weighted Average) (1)

Assets

Impaired loans

$

854

Discounted appraised value

Selling cost

0% - 10% (8%)

Discount for lack of marketability and age of appraisal

0% - 20% (6%)

OREO

566

Discounted appraised value

Selling cost

10%

Discount for lack of marketability and age of appraisal

0% - 27% (26%)

(1)Weighted based on the relative value of the instruments.

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Note 5 – Fair Value Measurements (continued)

Financial Instruments

FASB ASC 825, Financial Instruments, requires disclosure about fair value of financial instruments, including those financial assets and financial liabilities that are not required to be measured and reported at fair value on a recurring or nonrecurring basis. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. The carrying amounts and estimated fair values of the Company’s financial instruments are presented in the following tables whether or not recognized on the Consolidated Balance Sheets at fair value.


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18

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Note 5 – Fair Value Measurements (continued)

The estimated fair values, and related carrying or notional amounts, of Financial’s financial instruments and their placement in the fair value hierarchy at June 30, 2023 and December 31, 2022 was as follows (in thousands):

Fair Value Measurements at June 30, 2023 using

Quoted Prices

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

Carrying

Identical Assets

Inputs

Inputs

Assets

Amounts

(Level 1)

(Level 2)

(Level 3)

Balance

Cash and due from banks

$            22,389

$            22,389

$                      -

$                      -

$            22,389

Federal funds sold

51,140

51,140

-

-

51,140

Securities

Available-for-sale

186,625

-

186,625

-

186,625

Held-to-maturity, net

3,630

-

3,172

-

3,172

Restricted stock

1,357

-

1,357

-

1,357

Loans, net (1)

610,418

-

-

568,989

568,989

Loans held for sale

6,160

-

6,160

-

6,160

Interest receivable

2,525

-

2,525

-

2,525

BOLI

21,304

-

21,304

-

21,304

Derivatives - IRLCs

99

-

-

99

99

Liabilities

Deposits

$          867,092

$                      -

$          872,732

$                      -

872,732

Capital notes

10,040

-

9,322

-

9,322

Other borrowings

10,173

-

9,630

-

9,630

Interest payable

269

-

269

-

269

Fair Value Measurements at December 31, 2022 using

Quoted Prices

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

Carrying

Identical Assets

Inputs

Inputs

Assets

Amounts

(Level 1)

(Level 2)

(Level 3)

Balance

Cash and due from banks

30,025

$            30,025

$                      -

$                      -

$            30,025

Federal funds sold

31,737

31,737

-

-

31,737

Securities

Available-for-sale

185,787

-

185,787

-

185,787

Held-to-maturity

3,639

-

3,135

-

3,135

Restricted stock

1,387

-

1,387

-

1,387

Loans, net (1)

605,366

-

—

564,802

564,802

Loans held for sale

2,423

-

2,423

-

2,423

Interest receivable

2,736

-

2,736

-

2,736

BOLI

19,237

-

19,237

-

19,237

Derivatives - IRLCs

91

-

—

91

91

Liabilities

Deposits

$          848,138

$                      -

$          850,102

$                      -

$          850,102

Capital notes

10,037

-

9,200

-

9,200

Other borrowings

10,457

-

9,438

-

9,438

Interest payable

89

-

89

-

89

(1) Carrying amount is net of unearned income and the Allowance.   

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Note 6 – Securities

The following tables summarize the Bank’s holdings for both securities held-to-maturity and securities available-for-sale as of June 30, 2023 and December 31, 2022 (amounts in thousands):

June 30, 2023

Amortized

Gross Unrealized

Fair

Cost

Gains

Losses

Value

Held-to-maturity

U.S. agency obligations

$

3,630

$

—

$

(458)

$

3,172

Available-for-sale

U.S. Treasuries

$

4,949

$

—

$

(127)

$

4,822

U.S. agency obligations

69,660

—

(9,308)

60,352

Mortgage-backed securities

76,806

—

(10,836)

65,970

Municipals

50,912

—

(10,983)

39,929

Corporates

16,530

—

(978)

15,552

$

218,857

$

—

$

(32,232)

$

186,625

December 31, 2022

Amortized

Gross Unrealized

Fair

Cost

Gains

Losses

Value

Held-to-maturity

U.S. agency obligations

$

3,639

$

—

$

(504)

$

3,135

Available-for-sale

U.S. Treasuries

$

4,912

$

—

$

(171)

$

4,741

U.S. agency obligations

68,833

—

(9,560)

59,273

Mortgage-backed securities

78,955

—

(11,113)

67,842

Municipals

49,951

—

(12,096)

37,855

Corporates

17,037

—

(961)

16,076

$

219,688

$

—

$

(33,901)

$

185,787


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Note 6 – Securities (continued)

The following tables summarize the fair value of securities available for sale as of June 30, 2023 and securities available for sale and held-to- maturity as of December 31, 2022 and the corresponding amounts of unrealized losses. Management uses the valuation as of month-end in determining when securities are in an unrealized loss position (amounts in thousands):

June 30, 2023

Less than 12 months

More than 12 months

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Losses

Value

Losses

Value

Losses

Available-for-sale

U.S. Treasuries

$

—

$

—

$

4,822

$

127

$

4,822

$

127

U.S. agency obligations

2,011

108

58,341

9,200

60,352

9,308

Mortgage-backed securities

1,538

24

64,432

10,812

65,970

10,836

Municipals

2,220

99

37,709

10,884

39,929

10,983

Corporates

—

—

7,552

978

7,552

978

Total temporarily impaired securities

$

5,769

$

231

$

172,856

$

32,001

$

178,625

$

32,232

December 31, 2022

Less than 12 months

More than 12 months

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Losses

Value

Losses

Value

Losses

Held-to-maturity

U.S. agency obligations

$

3,135

$

504

$

—

$

—

$

3,135

$

504

Available-for-sale

U.S. Treasuries

4,741

171

—

—

4,741

171

U.S. agency obligations

27,708

2,838

31,565

6,722

59,273

9,560

Mortgage-backed securities

42,024

5,656

25,818

5,457

67,842

11,113

Municipals

10,847

2,245

27,008

9,851

37,855

12,096

Corporates

6,568

469

1,508

492

8,076

961

Total temporarily impaired securities

$

95,023

$

11,883

$

85,899

$

22,522

$

180,922

$

34,405

As of June 30, 2023, the Bank owned 119 securities in an unrealized loss position. Of the securities, 48 were S&P rated AAA, 63 were rated AA, six were rated A, one was rated BBB, and one was non-rated. As of June 30, 2023, 53 of these securities were municipal issues, 57 were backed by the US government, and 9 were issues of publicly traded domestic corporations.

The Company has evaluated available for sale securities in an unrealized loss position for credit related impairment at June 30, 2023 and concluded no impairment existed based on a combination of factors, which included: (1) the securities are of high credit quality (2) unrealized losses are primarily the result of market volatility and increases in market interest rates, (3) the contractual terms of the investments do not permit the issuers to settle the securities at a price less than the par value of each investment, (4) issuers continue to make timely principal and interest payments, and (5) the Company does not intend to sell any of the investments before recovery of its amortized cost basis, nor is it likely that management will be required to sell the securities. As such, there was not an allowance for credit losses on available-for-sale securities at June 30, 2023.

The Company’s held-to-maturity portfolio is covered by the explicit or implied guarantee of the United States government or one of its agencies and rated investment grade or higher. As a result, the Company did not have an allowance for credit losses on held-to-maturity securities as of June 30, 2023 or upon adoption of ASC 326.

All held-to-maturity and available for sale securities were current with no securities past due or on nonaccrual as of June 30, 2023.


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Note 6 – Securities (continued)

There were no sales of available-for-sale securities during the three and six months ended June 30, 2023 and 2022.

The amortized costs and fair values of securities at June 30, 2023, by contractual maturity, are shown below. 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

Amortized

Costs

Fair Value

Held-to-maturity:

Due in one year or less

$                     -

$                     -

Due after one year through five years

-

-

Due after five years through ten years

2,422

2,153

Due after ten years

1,208

1,019

Total securities Held-to-maturity

$             3,630

$             3,172

Amortized

Costs

Fair Value

Available-for-sale:

Due in one year or less

$             6,934

$             6,801

Due after one year through five years

42,787

38,693

Due after five years through ten years

65,963

56,994

Due after ten years

103,173

84,137

Total securities Available-for-sale

$         218,857

$         186,625

Note 7 – Business Segments

The Company has three reportable business segments: (i) a traditional full-service community banking segment, (ii) a mortgage loan origination business, and (iii) a registered investment advisory business (sometimes referred to as the wealth management business). The community banking business segment includes Bank of the James which provides loans, deposits, investments and insurance to retail and commercial customers throughout Region 2000 and other areas within Central Virginia. The mortgage segment provides a variety of mortgage loan products principally within Region 2000. Mortgage loans are originated and sold in the secondary market through purchase commitments from investors with servicing released. Because of the pre-arranged purchase commitments, there is minimal risk to the Company. The investment advisory business offers investment advisory services through Financial’s wholly-owned subsidiary, Pettyjohn, Wood & White, Inc.

All of the Company’s reportable segments are service based. The mortgage business is a gain on sale business and the investment advisory business is fee for service based, while the Bank’s primary source of revenue is net interest income. The Bank also provides a referral network for the mortgage origination business and the investment advisory business. The mortgage business may also be in a position to refer its customers to the Bank for banking services when appropriate.

Information about reportable business segments and reconciliation of such information to the consolidated financial statements for the three and six months ended June 30, 2023 and 2022 was as follows (dollars in thousands):


‎

22

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Note 7 – Business Segments (continued)

Business Segments

Investment

Community

Advisory

Banking

Mortgage

Services

Total

For the three months ended June 30, 2023

Net interest income

$        7,345

$            -

$              -

$        7,345

Recovery of credit losses

(254)

-

-

(254)

Net interest income after recovery of credit losses

7,599

-

-

7,599

Noninterest income

1,249

1,153

1,042

3,444

Noninterest expenses

6,362

876

638

7,876

Income before income taxes

2,486

277

404

3,167

Income tax expense

490

58

85

633

Net income

$        1,996

$        219

$         319

$        2,534

Total assets

$    933,117

$     6,711

$    11,068

$    950,896

For the three months ended June 30, 2022

Net interest income

$        7,124

$            -

$              -

$        7,124

Recovery of credit losses

(300)

-

-

(300)

Net interest income after recovery of credit losses

7,424

-

-

7,424

Noninterest income

774

1,299

961

3,034

Noninterest expenses

5,874

1,159

559

7,592

Income before income taxes

2,324

140

402

2,866

Income tax expense

459

30

85

574

Net income

$        1,865

$        110

$         317

$        2,292

Total assets

$    941,294

$     5,141

$    13,142

$    959,577

Investment

Community

Advisory

Banking

Mortgage

Services

Total

For the six months ended June 30, 2023

Net interest income

$      14,987

$            -

$              -

$      14,987

Recovery of credit losses

(114)

-

-

(114)

Net interest income after recovery of credit losses

15,101

-

-

15,101

Noninterest income

2,364

2,076

2,048

6,488

Noninterest expenses

13,090

1,632

1,229

15,951

Income before income taxes

4,375

444

819

5,638

Income tax expense

855

93

172

1,120

Net income

$        3,520

$        351

$         647

$        4,518

Total assets

$    933,117

$     6,711

$    11,068

$    950,896

For the six months ended June 30, 2022

Net interest income

$      13,514

$            -

$              -

$      13,514

Recovery of credit losses

(600)

-

-

(600)

Net interest income after recovery of credit losses

14,114

-

-

14,114

Noninterest income

1,486

3,203

1,976

6,665

Noninterest expenses

11,501

2,609

1,130

15,240

Income before income taxes

4,099

594

846

5,539

Income tax expense

805

125

178

1,108

Net income

$        3,294

$        469

$         668

$        4,431

Total assets

$    941,294

$     5,141

$    13,142

$    959,577


‎

23

Table of Contents

 

Note 8 – Loans, allowance for credit losses and OREO

On January 1, 2023, the Company adopted the amendments within ASU 2016-13 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Accordingly, the Company’s financials results for reporting periods beginning after January 1, 2023 are presented in accordance with ASC 326 while prior period amounts have not been adjusted and continue to be reported with legacy GAAP. For a detailed discussion of the impact of the adoption of ASU 2016-13 and information related to loans and credit quality, including accounting policies and methodologies used to estimate the allowance for credit losses, see Note 1.

The Company’s primary portfolio segments have changed to align with the methodology applied in estimating the allowance for credit losses under CECL and are reflected as such in the disclosures as of and for the period ended June 30, 2023 as provided below.

Previously, management’s established methodology used to determine the adequacy of the allowance for credit losses that assessed the risks and losses expected in the loan portfolio. For purposes of determining the allowance for credit losses prior to the adoption of CECL, the Bank segmented certain loans in the portfolio by product type. Within these segments, the Bank sub-segmented its portfolio into classes, based on the associated risks. The classifications set forth below for December 31, 2022 and prior periods do not correspond directly to the classifications set forth in the call report (Form FFIEC 041). Management determined that after the adoption of CECL, the classifications set forth below were more appropriate for use in identifying and managing risk in the loan portfolio.

Loan Segments After CECL Adoption:

Loan Classes After CECL Adoption:

Commercial

Commercial and Industrial Loans

Commercial Real Estate

Commercial Mortgages – Owner Occupied

Commercial Mortgages – Non-Owner Occupied

Commercial Construction/Land

Consumer

Consumer Open-End

Consumer Closed-End

Residential

Residential Mortgages

Residential Consumer Construction/Land


‎

24

Table of Contents

 

Note 8 – Loans, allowance for credit losses and OREO (continued)

A summary of loans, net (1) is as follows (dollars in thousands):

As of

June 30, 2023

Commercial

$                     69,886

Commercial Real Estate:

Commercial Mortgages-Owner Occupied

130,081

Commercial Mortgages-Non-Owner Occupied

180,236

Commercial Construction/Land

22,430

Consumer

Consumer Open-End

53,549

Consumer Closed-End

26,493

Residential:

Residential Mortgages

103,373

Residential Consumer Construction/Land

31,956

Total loans

$                   618,004

Less allowance for credit losses

7,586

Net loans

$                   610,418

As of

December 31, 2022

Commercial

$                     95,885

Commercial Real Estate:

Commercial Mortgages-Owner Occupied

135,189

Commercial Mortgages-Non-Owner Occupied

206,701

Commercial Construction

12,135

Consumer

Consumer Unsecured

2,828

Consumer Secured

95,131

Residential:

Residential Mortgages

43,049

Residential Consumer Construction

20,707

Total loans

$                   611,625

Less allowance for credit losses

6,259

Net loans

$                   605,366

(1)Includes net deferred costs of $1,004 and $1,114 as of June 30, 2023 and December 31, 2022, respectively.


‎

25

Table of Contents

 

Note 8 – Loans, allowance for credit losses and OREO (continued)

The following table presents the amortized cost basis of collateral dependent loans by loan segment:

Collateral Dependent Loans

June 30, 2023

(dollars in thousands)

Business/Other Assets

Real Estate

Commercial

$                             334

$                                  -

Commercial Real Estate

-

3,791

Consumer

-

332

Residential

-

1,117

Total

$                             334

$                          5,240

Impaired loans by class as of and for the period ended December 31, 2022 were as follows:

Impaired Loans

(dollars in thousands)

As of and For the Year Ended December 31, 2022

Unpaid

Average

Interest

Recorded

Principal

Related

Recorded

Income

2022

Investment (1)

Balance

Allowance

Investment

Recognized

With No Related Allowance Recorded:

Commercial

$                      - 

$                      - 

$                    - 

9 

-

Commercial Real Estate

Commercial Mortgages-Owner Occupied

554 

581 

-

1,573 

48 

Commercial Mortgage Non-Owner Occupied

518 

526 

-

310 

23 

Commercial Construction

-

-

-

-

-

Consumer

Consumer Unsecured

-

-

-

-

-

Consumer Secured

249 

249 

-

154 

12 

Residential

Residential Mortgages

1,345 

1,428 

-

1,331 

54 

Residential Consumer Construction

-

-

-

-

-

With an Allowance Recorded:

Commercial

$                      - 

$                      - 

$                    - 

-

-

Commercial Real Estate

Commercial Mortgages-Owner Occupied

-

-

-

-

-

Commercial Mortgage Non-Owner Occupied

-

-

-

-

-

Commercial Construction

-

-

-

-

-

Consumer

Consumer Unsecured

-

-

-

-

-

Consumer Secured

-

-

-

-

-

Residential

Residential Mortgages

-

-

-

-

-

Residential Consumer Construction

-

-

-

-

-

Totals:

Commercial

$                      - 

$                      - 

$                    - 

$               9 

$                 - 

Commercial Real Estate

Commercial Mortgages-Owner Occupied

554 

581 

-

1,573 

48 

Commercial Mortgage Non-Owner Occupied

518 

526 

-

310 

23 

Commercial Construction

-

-

-

-

-

Consumer

Consumer Unsecured

-

-

-

-

-

Consumer Secured

249 

249 

-

154 

12 

Residential

Residential Mortgages

1,345 

1,428 

-

1,331 

54 

Residential Consumer Construction

-

-

-

-

-

$               2,666 

$              2,784 

$                    - 

$        3,377 

$            137 

(1)Recorded Investment is net of charge-offs and interest paid while a loan is in nonaccrual status.

26

Table of Contents

 

Note 8 – Loans, allowance for credit losses and OREO (continued)

The following tables present the activity in the allowance for credit losses for the year-to-date periods ended and the distribution of the allowance by segment as of June 30, 2023 and December 31, 2022.

Allowance for Credit Losses and Recorded Investment in Loans

(dollars in thousands)

As of and For the Six Months Ended June 30, 2023

Commercial

2023

Commercial

Real Estate

Consumer

Residential

Total

Allowance for Credit Losses:

Beginning Balance, December 31, 2022

$          1,102 

$                 2,902 

$            904 

$            1,351 

$         6,259 

Adoption of ASU 2016-13

(526)

1,157 

257 

357 

1,245 

Charge-Offs

(17)

-

(32)

(3)

(52)

Recoveries

48 

90 

39 

15 

192 

Provision (Recovery of)

(36)

(97)

(7)

82 

(58)

Ending Balance, June 30, 2023

571 

4,052 

1,161 

1,802 

7,586 

Ending Balance: Individually evaluated

-

-

-

-

-

Ending Balance: Collectively evaluated

571 

4,052 

1,161 

1,802 

7,586 

Totals:

$             571 

$                 4,052 

$         1,161 

$            1,802 

$         7,586 

Financing Receivables:

Ending Balance: Individually evaluated

$           334

$              3,791

$          332

$         1,117

$       5,574

Ending Balance: Collectively evaluated

69,552 

328,956 

79,710 

134,212 

612,430 

Totals:

$        69,886 

$             332,747 

$       80,042 

$        135,329 

$     618,004 


‎

27

Table of Contents

 

Note 8 – Loans, allowance for credit losses and OREO (continued)

As of and For the Year Ended December 31, 2022

Commercial

2022

Commercial

Real Estate

Consumer

Residential

Total

Allowance for Credit Losses:

Beginning Balance

$          1,471 

$                 3,637 

$            860 

$              947 

$         6,915 

Charge-Offs

-

(137)

(25)

-

(162)

Recoveries

104 

212 

18 

72 

406 

Provision (Recovery of)

(473)

(810)

51 

332 

(900)

Ending Balance

1,102 

2,902 

904 

1,351 

6,259 

Ending Balance: Individually evaluated for impairment

-

-

-

-

-

Ending Balance: Collectively evaluated for impairment

1,102 

2,902 

904 

1,351 

6,259 

Totals:

$          1,102 

$                 2,902 

$            904 

$           1,351 

$         6,259 

Financing Receivables:

Ending Balance: Individually evaluated for impairment

$                -

$              1,072

$          249

$        1,345

$       2,666

Ending Balance: Collectively evaluated for impairment

95,885 

352,953 

97,710 

62,411 

608,959 

Totals:

$        95,885 

$             354,025 

$       97,959 

$         63,756 

$     611,625 


‎

28

Table of Contents

 

Note 8 – Loans, allowance for credit losses and OREO (continued)

Credit Quality Indicators

The Bank’s internal risk rating system is in place to grade commercial and commercial real estate loans. Category ratings are reviewed periodically by lenders and the credit review area of the Bank based on the borrower’s individual situation. Additionally, internal and external monitoring and review of credits are conducted on an annual basis.

Below is a summary and definition of the Bank’s risk rating categories:

RATING 1

Excellent

RATING 2

Above Average

RATING 3

Satisfactory

RATING 4

Acceptable / Low Satisfactory

RATING 5

Monitor

RATING 6

Special Mention

RATING 7

Substandard

RATING 8

Doubtful

RATING 9

Loss

We segregate loans into the above categories based on the following criteria and we review the characteristics of each rating at least annually, generally during the first quarter. The characteristics of these ratings are as follows:

“Pass.” These are loans having risk ratings of 1 through 4. Pass loans are to persons or business entities with an acceptable financial condition, appropriate collateral margins, appropriate cash flow to service the existing loan, and an appropriate leverage ratio. The borrower has paid all obligations as agreed and it is expected that this type of payment history will continue. When necessary, acceptable personal guarantors support the loan.

“Monitor.” These are loans having a risk rating of 5. Monitor loans have currently acceptable risk but may have the potential for a specific defined weakness in the borrower’s operations and the borrower’s ability to generate positive cash flow on a sustained basis. The borrower’s recent payment history may currently or in the future be characterized by late payments. The Bank’s risk exposure is mitigated by collateral supporting the loan. The collateral is considered to be well-margined, well maintained, accessible and readily marketable.

“Special Mention.” These are loans having a risk rating of 6. Special Mention loans have weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in 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. These loans do warrant more than routine monitoring due to a weakness caused by adverse events.

“Substandard.” These are loans having a risk rating of 7. Substandard loans are considered to have specific and well-defined weaknesses that jeopardize the viability of the Bank’s credit extension. The payment history for the loan has been inconsistent and the expected or projected primary repayment source may be inadequate to service the loan. The estimated net liquidation value of the collateral pledged and/or ability of the personal guarantor(s) to pay the loan may not adequately protect the Bank. There is a distinct possibility that the Bank will sustain some loss if the deficiencies associated with the loan are not corrected in the near term. A substandard loan would not automatically meet our definition of impaired unless the loan is significantly past due and the borrower’s performance and financial condition provides evidence that it is probable that the Bank will be unable to collect all amounts due.

“Doubtful.” These are loans having a risk rating of 8. Doubtful rated loans have all the weaknesses inherent in a loan that is classified substandard but with 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. The possibility of loss is extremely high.

“Loss.” These are loans having a risk rating of 9. Loss rated loans are not considered collectible under normal circumstances and there is no realistic expectation for any future payment on the loan. Loss rated loans are fully charged off.


‎

29

Table of Contents

 

Note 8 – Loans, allowance for credit losses and OREO (continued)

The table below details the amortized cost of the classes of loans by credit quality indicator and year of origination as of June 30, 2023.

Term Loans Amortized Cost Basis by Origination Year

2023

2022

2021

2020

2019

Prior

Revolving Loans Amortized Cost Basis

Total

Revolving Loans Converted to Term

Commercial:

Risk Rating

Pass

$        5,370 

$        6,174 

$      10,161 

$        7,659 

$        3,146 

$      19,943 

$      16,884 

$      69,337 

$           112 

Special Mention

-

-

-

139 

-

-

-

139 

-

Substandard

-

20 

240 

-

8 

142 

-

410 

184 

Total

$        5,370 

$        6,194 

$      10,401 

$        7,798 

$        3,154 

$      20,085 

$      16,884 

$      69,886 

$           296 

Commercial Real Estate:

Commercial Mort. - Owner Occupied

Risk Rating

Pass

$        6,136 

$      21,936 

$      46,976 

$        8,371 

$        9,275 

$      33,236 

$        1,479 

$    127,409 

$           162 

Special Mention

-

-

-

-

-

469 

-

469 

-

Substandard

-

212 

-

46 

296 

1,649 

-

2,203 

-

Total

$        6,136 

$      22,148 

$      46,976 

$        8,417 

$        9,571 

$      35,354 

$        1,479 

$    130,081 

$           162 

Commercial Mort. - Non-Owner Occupied

Risk Rating

Pass

$      12,718 

$      53,937 

$      35,968 

$      10,477 

$        4,533 

$      55,206 

$        6,223 

$    179,062 

$                -

Special Mention

-

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

1,174 

-

-

1,174 

-

Total

$      12,718 

$      53,937 

$      35,968 

$      10,477 

$        5,707 

$      55,206 

$        6,223 

$    180,236 

$                -

Commercial Construction/Land

Risk Rating

Pass

$           562 

$        4,688 

$      10,017 

$        2,327 

$           643 

$        2,468 

$        1,310 

$      22,015 

$                -

Special Mention

-

-

-

-

-

-

-

-

-

Substandard

-

-

415 

-

-

-

-

415 

-

Total

$           562 

$        4,688 

$      10,432 

$        2,327 

$           643 

$        2,468 

$        1,310 

$      22,430 

$                -

Consumer:

Consumer - Open-End

Risk Rating

Pass

$                - 

$                - 

$                - 

$                - 

$                - 

$                - 

$      53,308 

$      53,308 

$           929 

Special Mention

-

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

-

241 

241 

-

Total

$                - 

$                - 

$                - 

$                - 

$                - 

$                - 

$      53,549 

$      53,549 

$           929 

Consumer - Closed-End

Risk Rating

Pass

$        3,232 

$      12,323 

$           738 

$           596 

$        8,599 

$           836 

$                - 

$      26,324 

$                -

Special Mention

-

-

-

17 

-

-

-

17 

-

Substandard

-

-

-

-

32 

120 

-

152 

-

Total

$        3,232 

$      12,323 

$           738 

$           613 

$        8,631 

$           956 

$                - 

$      26,493 

$                -

30

Table of Contents

 

Residential:

Residential Mortgages

Risk Rating

Pass

$      18,821 

$      25,773 

$      10,452 

$        9,708 

$        8,214 

$      27,197 

$                - 

$    100,165 

$                -

Special Mention

-

-

-

-

-

1,743 

-

1,743 

-

Substandard

-

-

-

105 

58 

1,302 

-

1,465 

-

Total

$      18,821 

$      25,773 

$      10,452 

$        9,813 

$        8,272 

$      30,242 

$                - 

$    103,373 

$                -

Residential Consumer Constr./Land

Risk Rating

Pass

$        4,374 

$      12,086 

$        7,759 

$        2,678 

$        2,221 

$        2,838 

$                - 

$      31,956 

$                -

Special Mention

-

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

-

-

-

-

Total

$        4,374 

$      12,086 

$        7,759 

$        2,678 

$        2,221 

$        2,838 

$                - 

$      31,956 

$                -

Totals:

Risk Rating

Pass

$      51,213 

$    136,917 

$    122,071 

$      41,816 

$      36,631 

$    141,724 

$      79,204 

$    609,576 

$        1,203 

Special Mention

-

-

-

156 

-

2,212 

-

2,368 

-

Substandard

-

232 

655 

151 

1,568 

3,213 

241 

6,060 

184 

Total

$      51,213 

$    137,149 

$    122,726 

$      42,123 

$      38,199 

$    147,149 

$      79,445 

$    618,004 

$        1,387 


‎

31

Table of Contents

 

Note 8 – Loans, allowance for credit losses and OREO (continued)

The following table details the current period gross charge-offs of loans by year of origination as of June 30, 2023

Current Period Gross Charge-Offs by Origination Year (in thousands)

2023

2022

2021

2020

2019

Prior

Revolving Loans Amortized Cost Basis

Total

Revolving Loans Converted to Term

Commercial

$            - 

$            - 

$            - 

$          17 

$            - 

$            1 

$                - 

$          18 

$                  - 

Commercial Real Estate:

Commercial Mortgages-Owner Occupied

-

-

-

-

-

-

-

-

-

Commercial Mortgages-Non-Owner Occupied

-

-

-

-

-

-

-

-

-

Commercial Construction/Land

-

-

-

-

-

-

-

-

-

Consumer:

Consumer Open-End

-

-

-

-

-

7 

6 

13 

-

Consumer Closed-End

-

-

18 

-

-

-

-

18 

-

Residential:

Residential Mortgages

-

-

-

-

-

3 

-

3 

-

Residential Consumer Construction/Land

-

-

-

-

-

-

-

-

-

Total

$            - 

$            - 

$          18 

$          17 

$            - 

$          11 

$                6 

$          52 

$                  - 


‎

32

Table of Contents

 

Note 8 – Loans, allowance for credit losses and OREO (continued)

The following tables present credit quality information by class of loans as of December 31, 2022.

Credit Quality Information - by Class

December 31, 2022

2022

Pass

Monitor

Special

Substandard

Doubtful

Totals

Mention

Commercial

$

89,889

$

4,418

$

1,465

$

113

$

—

$

95,885

Commercial Real Estate:

Commercial Mortgages-Owner Occupied

132,686

1,931

—

572

—

135,189

Commercial Mortgages-Non-Owner Occupied

204,810

—

1,182

709

—

206,701

Commercial Construction

12,126

9

—

—

—

12,135

Consumer

Consumer Unsecured

2,809

—

19

—

—

2,828

Consumer Secured

94,788

—

—

343

—

95,131

Residential:

Residential Mortgages

41,591

—

—

1,458

—

43,049

Residential Consumer Construction

19,178

1,529

—

—

—

20,707

Totals

$

597,877

$

7,887

$

2,666

$

3,195

$

—

$

611,625

Loans on Non-Accrual Status

(dollars in thousands)

CECL

Incurred Loss

June 30, 2023

December 31, 2022

Nonaccrual Loans

Nonaccrual Loans

With No Allowance

With an Allowance

Total

Commercial Real Estate:

Commercial Mortgages-Non-Owner Occupied

$                   -

$                   -

$                   -

$                         518

Commercial Construction/Land

415

-

415

-

Consumer

Consumer Open-End

-

-

-

-

Consumer Closed-End

-

-

-

20

Residential:

Residential Mortgages

-

-

-

95

Total

$               415

$                   -

$               415

$                         633


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Note 8 – Loans, allowance for credit losses and OREO (continued)

The following tables present an aging analysis of the loan portfolio by class and past due as of June 30, 2023 and December 31, 2022.

Age Analysis of Past Due Loans as of June 30, 2023

Recorded

Greater

Investment

2023

30-59 Days

60-89 Days

than

Total Past

Total

> 90 Days &

Past Due

Past Due

90 Days

Due

Current

Loans

Accruing

Commercial

$

—

$

—

$

—

$

—

$

69,886

$

69,886

$

—

Commercial Real Estate:

Commercial Mortgages-Owner Occupied

—

—

—

—

130,081

130,081

—

Commercial Mortgages-Non-Owner Occupied

—

—

—

—

180,236

180,236

—

Commercial Construction/Land

—

—

—

—

22,430

22,430

—

Consumer:

Consumer Open-End

43

—

—

43

53,506

53,549

—

Consumer Closed-End

63

—

—

63

26,430

26,493

—

Residential:

Residential Mortgages

152

—

—

152

103,221

103,373

—

Residential Consumer Construction/Land

—

—

—

—

31,956

31,956

—

Total

$

258

$

—

$

—

$

258

$

617,746

$

618,004

$

—

Age Analysis of Past Due Loans as of December 31, 2022

2022

Greater

Investment

30-59 Days

60-89 Days

than

Total Past

Total

> 90 Days &

Past Due

Past Due

90 Days

Due

Current

Loans

Accruing

Commercial

$

52

$

194

$

—

$

246

$

95,639

$

95,885

$

—

Commercial Real Estate:

Commercial Mortgages-Owner Occupied

—

—

—

—

135,189

135,189

—

Commercial Mortgages-Non-Owner Occupied

55

—

—

55

206,646

206,701

—

Commercial Construction

—

397

—

397

11,738

12,135

—

Consumer:

Consumer Unsecured

15

—

—

15

2,813

2,828

—

Consumer Secured

62

—

13

75

95,056

95,131

—

Residential:

Residential Mortgages

139

—

95

234

42,815

43,049

—

Residential Consumer Construction

—

—

—

—

20,707

20,707

—

Total

$

323

$

591

$

108

$

1,022

$

610,603

$

611,625

$

—


‎

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Note 8 – Loans, allowance for credit losses and OREO (continued)

Occasionally, the Bank modifies loans to borrowers experiencing financial difficulties by providing principal forgiveness, term extensions, interest rate reductions or payment deferrals. As the effect of most modifications is already included in the allowance for credit losses due to the measurement methodologies used in its estimate, the allowance for credit losses is typically not adjusted upon modification. When principal forgiveness is provided at modification, the amount forgiven is charged against the allowance for credit losses.

There were no loan modifications to borrowers experiencing financial difficulty during the three and six months ended June 30, 2023.

Troubled Debt Restructurings (TDR)

There were no loan modifications that would have been classified as TDRs during the three and six months ended June 30, 2022.

There were no loan modifications classified as TDRs within the last twelve months that defaulted during the three and six months ended June 30, 2022.

The Company adopted ASU 2022-02 on January 1, 2023, which eliminated the accounting guidance for TDRs.

ACL on Unfunded Commitments

The Company maintains an allowance for off-balance sheet credit exposures such as unfunded balances for existing lines of credit, commitments to extend future credit, as well as both standby and commercial letters of credit when there is a contractual obligation to extend credit and when this extension of credit is not unconditionally cancellable by the Company. The allowance for off-balance sheet credit exposures is adjusted as a provision for (or recovery of) credit losses in the Consolidated Statements of Income. The estimate includes consideration of the likelihood that funding will occur, which is based on a historical funding study derived from internal information, and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which are the same loss rates that are used in computing the allowance for loan credit losses. The allowance for credit losses for unfunded loan commitments of $723,000 at June 30, 2023, is separately classified within Other Liabilities on the Consolidated Balance Sheets.

The following table presents the balance and activity in the ACL for unfunded commitments for the six months ended June 30, 2023:

Allowance for Credit Losses on Unfunded Commitments

Balance, December 31, 2022

$                               -

Adoption of ASU 2016-13

779

Recovery of credit losses

(56)

Balance June 30, 2023

$                          723


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Note 8 – Loans, allowance for credit losses and OREO (continued)

Other Real Estate Owned

We also classify other real estate owned (OREO) as a nonperforming asset. OREO represents real property owned by the Bank which was acquired through purchase at foreclosure or from the borrower through a deed in lieu of foreclosure. OREO decreased to $500 on June 30, 2023 from $566 on December 31, 2022. The decrease was a result of the sale of one OREO property for $40 and the write-down of another property by $26. The following table represents the changes in OREO balance during the six months ended June 30, 2023 and year ended December 31, 2022.

OREO Changes

(dollars in thousands)

Six Months Ended Year Ended

June 30, 2023

December 31, 2022

Balance at the beginning of the year (net)

$

566

$

761

Transfers from loans

—

—

Capitalized costs

—

—

Valuation adjustments

(26)

(195)

Sales proceeds

(40)

—

Loss on disposition

—

—

Balance at the end of the period (net)

$

500

$

566

At June 30, 2023 and December 31, 2022, the Company had no consumer mortgage loans secured by residential real estate for which foreclosure was in process. The Company held no residential real estate properties in other real estate owned as of June 30, 2023 and December 31, 2022.

Note 9 – Revenue Recognition

Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. Topic 606 is applicable to noninterest revenue streams such as deposit related fees, interchange fees, merchant income, and annuity and insurance commissions. Noninterest revenue streams in-scope of Topic 606 are discussed below.

Service Charges on Deposit Accounts

Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or at the end of the month through a direct charge to customers’ accounts.

Fees, Exchange, and Other Service Charges

Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees, merchant services income, treasury services income and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Treasury services income primarily represents fees charged to customers for sweep, positive pay and lockbox services. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or at the end of the month.


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Note 9 – Revenue Recognition (continued)

Investment Advisory Fees

The Company earns fees from its contracts with its investment advisory clients to manage client assets and for the provision of miscellaneous services. These fees are primarily earned over time as the Company charges its clients on a quarterly (which may not be a calendar quarter) basis in accordance with its investment advisory agreements. Fees are generally assessed based on a tiered scale of the market value of the client’s assets under management at quarter end.

Other

Other noninterest income consists of other recurring revenue streams such as commissions from sales of mutual funds and other investments, safety deposit box rental fees, and other miscellaneous revenue streams. Commissions from the sale of mutual funds and other investments are recognized on trade date, which is when the Company has satisfied its performance obligation. The Company

also receives periodic service fees (i.e., trailers) from mutual fund companies typically based on a percentage of net asset value. Trailer revenue is recorded over time, usually monthly or quarterly, as net asset value is determined. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation.

Note 10 – Acquisitions

Goodwill arises from business combinations and is generally determined as the excess of fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquired entity, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase 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 exists that indicate that a goodwill impairment test should be performed.

On December 31, 2021, Financial completed its acquisition of all the outstanding shares of Pettyjohn, Wood & White, Inc. (“PWW”), a Lynchburg, Virginia-based investment advisory firm with approximately $650 million in assets under management and advisement at the time of the acquisition. The acquisition was undertaken to enhance Financial’s service line offerings as well as augment its noninterest income streams. Following the acquisition, PWW operates as a subsidiary of Financial. The transaction was accounted for using the acquisition method of accounting, and accordingly, assets acquired, liabilities assumed, and consideration transferred were recorded at their estimated fair values on the acquisition date. The fair values were subject to refinement for up to one year after the closing date of the acquisition.

The acquisition date fair value of the consideration transferred upon closing on December 31, 2021 totaled $10.5 million, which was paid in cash. The preliminary fair values of the assets acquired and liabilities assumed were $9.3 million and $1.8 million, respectively, resulting in an acquisition date balance of goodwill totaling approximately $3.0 million. The principal component of the assets acquired was $8.4 million of amortizable intangible assets, which primarily relate to the value of customer relationships acquired with the acquisition of PWW. The Company is amortizing these intangible assets over a 15-year period using the straight-line method. The Company has selected September 1 of each year as the date to perform the annual impairment test. The Company performed a qualitative assessment of goodwill at September 1, 2022, and concluded that no impairment existed. Intangible assets with definite useful lives are amortized over estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on our balance sheet.

In accordance with the acquisition agreement, a working capital adjustment was paid in 2022 totaling approximately $818 thousand to the former owners of PWW. As such, Financial adjusted the total consideration transferred by increasing its investment in PWW by the amount of cash paid and also recorded a corresponding increase to the balance of goodwill. Additionally, in 2022, it was determined a valid IRC 338(h)(10) election was filed, which in effect, will treat the acquisition of PWW’s outstanding shares as an asset acquisition for tax purposes. The balance of goodwill was reduced by $1.8 million with a corresponding increase to deferred income taxes (included in the other assets caption) to appropriately reflect this determination. The adjusted balance of goodwill of $2.1 million is expected to be deductible for income tax purposes.


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Note 11 – Recent accounting pronouncements and other authoritative guidance

In July 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718)”. This ASU amends the FASB Accounting Standards Codification for SEC paragraphs pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. ASU 2023-03 is effective upon addition to the FASB Codification. The Company does not expect the adoption of ASU 2023-03 to have a material impact on its consolidated financial statements.

In March 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-01, “Leases (Topic 842): Common Control Arrangements”. These amendments require entities to amortize leasehold improvements associated with common control leases over the useful life to the common control group. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. Transition can be done either retrospectively or prospectively. The Company does not expect the adoption of ASU 2023-01 to have a material impact on its consolidated financial statements.

In December 2022, the Financial Accounting Standards Board (FASB) issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848”. ASU 2022-06 extends the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. The objective of the guidance in Topic 848 is to provide relief during the temporary transition period, so the FASB included a sunset provision within Topic 848 based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published. In 2021, the UK Financial Conduct Authority (FCA) delayed the intended cessation date of certain tenors of USD LIBOR to June 30, 2023.

To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, the ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The ASU is effective for all entities upon issuance. The Company is assessing ASU 2022-06 and its impact on the Company’s transition away from LIBOR for its loan and other financial instruments.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Statements made in this document and in any documents that are incorporated by reference which are not purely historical are forward-looking statements, including any statements regarding descriptions of management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. These statements generally may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” or similar expressions. Shareholders should note that many factors, some of which are discussed elsewhere in this document, could affect the future financial results of Financial and could cause those results to differ materially from those expressed in forward-looking statements contained in this document. These factors, many of which are beyond Financial’s control, include, but are not necessarily limited to the following:

the effects of a resurgence of COVID-19 or other pandemic on the business, customers, employees and third-party service providers of Financial or any of its acquisition targets;

operating, legal and regulatory risks, including the effects of legislative or regulatory developments affecting the financial industry generally or Financial specifically;

government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform and the Consumer Protection Act and its related regulations);

changes to statutes, regulations, or regulatory policies or practices, including changes to address the impact of COVID-19;

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economic, market, political and competitive forces affecting Financial’s banking and other businesses; competition for our customers from other providers of financial services; government legislation and regulation relating to the banking industry (which changes from time to time and over which we have no control) including but not limited to the Dodd-Frank Wall Street Reform and Consumer Protection Act;

changes in interest rates, monetary policy and general economic conditions, which may impact Financial’s net interest income;

changes in the value of real estate securing loans made by the Bank;

adoption of new accounting standards or changes in existing standards;

compliance or operational risks related to new products, services, ventures, or lines of business, if any, that Financial may pursue or implement;

the risk that Financial’s analysis of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful;

the stability of the overall banking industry in the United States;

liquidity and perceived liquidity in the banking industry in the United States;

economic and political tensions with China, the ongoing war between Russia and Ukraine and potential expansion of combatants, and the sanctions imposed on Russia by numerous countries and private companies, all of which may have a destabilizing effect on financial markets and economic activity; and

other risks and uncertainties set forth in this Annual Report on Form 10-K and, from time to time, in our other filings with the Securities and Exchanges Commission (“SEC”).

Other risks, uncertainties and factors could cause our actual results to differ materially from those projected in any forward-looking statements we make.

These factors should be considered in evaluating the forward-looking statements, and you should not place undue reliance on such statements. Financial specifically disclaims any obligation to update factors or to publicly announce the results of revisions to any of the forward-looking statements or comments included herein to reflect future events or developments. This discussion and analysis should be read in conjunction with the description of our “Risk Factors” in Item 1A of the most recently filed Form 10-K.


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GENERAL

Critical Accounting Policies

Bank of the James Financial Group, Inc.’s (“Financial”) financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). The financial information contained within our statements is, to a significant extent, based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. We use historical loss ratios as one factor in determining the expected loss that may be present in our loan portfolio. Actual losses could differ significantly from the historical factors that we use in estimating risk. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of our transactions would be the same, the timing of events that would impact our transactions could change.

The allowance for credit losses is management’s estimate of the probable losses expected in our loan portfolio. Management considers impaired loans, historical loss experience, and various qualitative factors (both internal and external) in the Company’s determination of the allowances. The Bank uses historical loss factors as one factor in determining the expected loss that may be present in the loan portfolio. Historical and industry trends, as well as peer comparisons are also considered in the Company’s ongoing evaluation of the allowance for credit losses. The allowance is based on two basic principles of accounting: (i) ASC 450, Contingencies, which requires that losses be accrued when they are probable of occurring and are reasonably estimable and (ii) ASC 310, Receivables, which requires that losses on impaired loans be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance. Guidelines for determining allowances for credit losses are also provided in the SEC Staff Accounting Bulletin No. 102 - “Selected Credit loss Allowance Methodology and Documentation Issues” and the Federal Financial Institutions Examination Council’s interagency guidance, “Interagency Policy Statement on the Allowance for Loan and Lease Losses” (the “FFIEC Policy Statement”). The Bank’s policy with respect to the methodology for determining the allowance for credit losses involves a higher degree of complexity and requires management to make subjective judgments that often require assumptions or estimates about uncertain matters. This critical policy and its assumptions are periodically reviewed with the Board of Directors. See “Management Discussion and Analysis Results of Operations – Allowance and Provision for Credit losses” below for further discussion of the allowance for credit losses.

Goodwill arises from business combinations and is generally determined as the excess of fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquired entity, over the fair value of the nets assets acquired and liabilities assumed as of the acquisition date. Goodwill and 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 in events and circumstances exists that indicate that a goodwill impairment test should be performed. The Company has selected September 1 of each year as the date to perform the annual impairment test. Impairment testing requires a qualitative assessment or that the fair value of each of the Company’s reporting units be compared to the carrying amount of their net assets, including goodwill. If the fair value of a reporting unit is less than its carrying value, an expense may be required to write down the related goodwill to record an impairment loss. Determining fair value is subjective, requiring the use of estimates, assumptions and management judgment. Intangible assets with finite useful lives are amortized over their estimated useful lives to their estimated residual values, if any. Goodwill is the only intangible asset with an indefinite life on our consolidated balance sheet.

Overview

Financial is a bank holding company headquartered in Lynchburg, Virginia. Our primary business is retail banking which we conduct through our wholly-owned subsidiary, Bank of the James (which we refer to as the “Bank”). We conduct four other business activities: mortgage banking through the Bank’s Mortgage Division (which we refer to as “Mortgage”), investment services through the Bank’s Investment division (which we refer to as “Investment Division”), insurance activities through BOTJ Insurance, Inc., a subsidiary of the Bank, (which we refer to as “Insurance business”), and as of December 31, 2021, investment advisory services through the Company’s wholly-owned subsidiary, Pettyjohn, Wood & White, Inc., which we refer to as “PWW.”

The Bank is a Virginia banking corporation headquartered in Lynchburg, Virginia. The Bank was incorporated under the laws of the Commonwealth of Virginia as a state-chartered bank in 1998 and began banking operations in July 1999. The Bank was organized to engage in general retail and commercial banking business. The Bank is a community-oriented financial institution that provides varied banking services to individuals, small and medium-sized businesses, and professional concerns. Historically, our primary market area has been the Central Virginia, Region 2000 area, which encompasses the seven jurisdictions of the Town of Altavista, Amherst County, Appomattox County, the Town of Bedford, Bedford County, Campbell County, and the City of Lynchburg. Recently, the Bank has begun to expand to other areas in Virginia, specifically Roanoke, Charlottesville, Harrisonburg, Blacksburg, Lexington and Rustburg. The Bank strives to provide its customers with products comparable to statewide regional banks located in its market area, while maintaining the prompt response time and level of service of a community bank.

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Management believes this operating strategy has particular appeal in the Bank’s market areas.

We conduct our investment advisory business through PWW, which Financial acquired on December 31, 2021. PWW is a Lynchburg, Virginia-based investment advisory firm that had approximately $650 million in assets under management and advisement at the time of the acquisition. PWW operates as a subsidiary of Financial. PWW generates revenue primarily through investment advisory fees.

The Bank’s principal office is located at 828 Main Street, Lynchburg, Virginia 24504 and its telephone number is (434) 846-2000. The Bank also maintains a website at www.bankofthejames.bank.

Our operating results depend primarily upon the Bank’s net interest income, which is determined by the difference between (i) interest and dividend income on earning assets, which consist primarily of loans, investment securities and other investments, and (ii) interest expense on interest-bearing liabilities, which consist principally of deposits and other borrowings. The Bank’s net income also is affected by its provision for credit losses, as well as the level of its noninterest income, including gains on sales of loans held for sale and service charges, and investment advisory fees, and its noninterest expenses, including salaries and employee benefits, occupancy expense, data processing expenses, Federal Deposit Insurance Corporation premiums, expense in complying with the Sarbanes-Oxley Act of 2002, miscellaneous other expenses, franchise taxes, and income taxes.

The Bank intends to enhance its profitability by increasing its market share in our service areas, providing additional services to its customers, and controlling costs.

The Bank services its banking customers through the following locations in Virginia:

Full-Service Branches

The main office located at 828 Main Street in Lynchburg (the “Main Street Office”),

A branch located at 5204 Fort Avenue in Lynchburg (the “Fort Avenue Branch”),

A branch located at 4935 Boonsboro Road, Suites C and D in Lynchburg (the “Boonsboro Branch”),

A branch located at 4105 Boonsboro Road in Lynchburg (the “Peakland Branch”),

A branch located at 4698 South Amherst Highway in Amherst County (the “Madison Heights Branch”),

A branch located at 17000 Forest Road in Forest (the “Forest Branch”),

A branch located at 164 South Main Street, Amherst, Virginia (the “Amherst Branch”),

A branch located at 1405 Ole Dominion Boulevard in the Town of Bedford, Virginia, located off of Independence Boulevard (the “Bedford Branch”),

A branch located at 1110 Main Street, Altavista, Virginia (the “Altavista Branch”),

A branch located at 1391 South High Street, Harrisonburg, Virginia (the “Harrisonburg Branch”),

A branch located at 1745 Confederate Blvd, Appomattox, Virginia (the “Appomattox Branch”),

A branch located at 225 Merchant Walk Avenue, Charlottesville, Virginia (the “5th Street Station Branch”),

A branch located at 3562 Electric Road, Roanoke, Virginia (the “Roanoke Branch”),

A branch located at 45 South Main St., Lexington, Virginia (the “Lexington Branch”),

A branch located at 550 Water St., Charlottesville, Virginia (the “Water Street Branch”),

A branch located at 2101 Electric Rd, Roanoke, Virginia (the “Oak Grove Branch”), and

A branch located at 13 Village Highway, Rustburg, Virginia (the “Rustburg Branch”).

Limited Service Branches

Westminster-Canterbury facilities located at 501 VES Road, Lynchburg, Virginia, and

Westminster-Canterbury facilities located at 250 Pantops Mountain Road, Charlottesville, Virginia.

Loan Production Offices

Residential mortgage loan production office located at the Forest Branch,

Residential mortgage loan production office located at 570 West Main St., Wytheville, Virginia

Residential mortgage loan production office located at 2001 South Main Street, Blacksburg, Virginia, and

Commercial, consumer and residential mortgage loan production office located at the Water Street Branch.

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The Investment division and the Insurance business operate primarily out of offices located at the Main Street Office. PWW operates our investment advisory business primarily from its offices at 1925 Atherholt Road in Lynchburg.

The Bank continuously evaluates areas located within our service areas to identify additional viable branch locations. Based on this ongoing evaluation, the Bank may acquire one or more additional suitable sites.

Subject to regulatory approval, the Bank may open additional branches during the next two fiscal years. Although numerous factors could influence the Bank’s expansion plans, the following discussion provides a general overview of the additional branch locations that the Bank currently is considering, including the following properties that we own and are holding for expansion:

Real property located in the Timberlake Road area of Campbell County (Lynchburg), Virginia. The Timberlake property is not suitable for its intended use as a branch bank. Management anticipates that it will be necessary to raze the current structures and replace it with appropriate new construction. The Bank estimates that the cost of improvements, furniture, fixtures, and equipment necessary to upfit and construct a branch at this location could be between $900,000 and $1,500,000.

Real property located at 1925 Atherholt Road, Lynchburg, Virginia. On December 31, 2021, the Bank purchased real property located at 1925 Atherholt Road, Lynchburg, Virginia. The building currently serves as the offices for Financial’s wholly-owned subsidiary, PWW. PWW is currently leasing the space from the Bank on a month-to-month basis. While the Bank currently does not have a timeline for a branch at this location, the space is attractive for a branch due to its close proximity to Centra’s Lynchburg General Hospital. The investment needed to upfit the property will be minimal.

Real property located at 19792 Main Street, Buchanan, Virginia. On August 7, 2023, the Bank purchased real property located at 19792 Main Street, Buchanan, Virginia. The building on the property previously served as a bank branch for another financial institution. The Bank anticipates that the cost to upfit the building will be modest. Subject to regulatory approval, the Bank anticipates opening a branch at this location prior to the end of 2023.

Although the Bank cannot predict with certainty the financial impact of each new branch, management generally anticipates that each new branch will become profitable within 12 to 18 months of operation.

The Bank continues to evaluate suitable branch locations and may acquire one or more properties for expansion in the next 12 months. Future branch openings are subject to regulatory approval.

OFF-BALANCE SHEET ARRANGEMENTS

The Bank is a party to various financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized in the balance sheets and could impact the overall liquidity and capital resources to the extent customers accept and/or use these commitments.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. A summary of the Bank’s commitments is as follows:

June 30, 2023

(in thousands)

Commitments to extend credit

$

180,092

Letters of Credit

3,538

Total

$

183,630

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. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on the Bank’s credit evaluation of the customer.

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Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on the Bank’s credit evaluation of the customer.

The Bank has rate lock commitments to originate mortgage loans through its Mortgage Division. The Bank has entered into corresponding commitments with third party investors to sell each of these loans that close. No other obligation exists. As a result of these contractual relationships with these investors, the Bank is not exposed to losses nor will it ultimately realize gains related to its rate lock commitments due to changes in interest rates.

SUMMARY OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion represents management’s discussion and analysis of the financial condition of Financial as of June 30, 2023 and December 31, 2022 and the results of operations of Financial for the three and six month periods ended June 30, 2023 and 2022. This discussion should be read in conjunction with the financial statements included elsewhere herein.

All financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Financial Condition Summary

June 30, 2023 as Compared to December 31, 2022

Total assets were $950,896,000 on June 30, 2023 compared with $928,571,000 at December 31, 2022, an increase of 2.4%. The increase in total assets was primarily due to increases in cash and cash equivalents, loans net of allowance, loans held for sale and to a lesser extent, increases in securities available-for-sale and the cash value of bank-owned life insurance.

Total deposits increased from $848,138,000 as of December 31, 2022 to $867,092,000 on June 30, 2023, an increase of 2.23%. The increase resulted in large part from increases in time deposits and was offset in part by a decrease in noninterest bearing demand deposits and NOW, money market and savings deposits.

Total loans, excluding loans held for sale, increased to $618,004,000 on June 30, 2023 from $611,625,000 on December 31, 2022. As discussed in more detail in Note 8, we have changed the classification of our loans to align with the methodology applied in estimating the allowance for credit losses under the newly-adopted current expected credit loss methodology (CECL). Because of this change, it is difficult to compare prior periods with the new segmentation dictated by CECL. Generally, however, our loan growth was due to increases in the residential segment. Loans, excluding loans held for sale and net of deferred fees and costs and the allowance for credit losses, increased to $610,418,000 on June 30, 2023 from $605,366,000 on December 31, 2022, an increase of 0.83%. The following summarizes the position of the Bank’s loan portfolio as of the dates indicated by dollar amount and percentages (dollar amounts in thousands):

June 30, 2023

December 31, 2022

Amount

Percentage (%)

Amount

Percentage (%)

Commercial

$

69,886

11.31

$

95,885

15.68

Commercial Real Estate

332,747

53.84

354,025

57.88

Consumer

80,042

12.95

97,959

16.02

Residential

135,329

21.90

63,756

10.42

Total loans

$

618,004

100.00

$

611,625

100.00

Total nonperforming assets, which consist of non-accrual loans, loans past due 90 days or more and still accruing, and OREO decreased to $915,000 on June 30, 2023 from $1,199,000 on December 31, 2022. OREO decreased slightly to $500,000 on June 30, 2023 from $566,000 on December 31, 2022. Non-performing loans decreased from $633,000 at December 31, 2022 to $415,000 at June 30, 2023.

As discussed in more detail below under “Results of Operations—Allowance and Provision for Credit losses,” management has provided for the anticipated losses on these loans in the allowance for credit losses. Loan payments received on non-accrual loans are first applied to principal. When a loan is placed on non-accrual status there are several negative implications. First, all interest accrued but unpaid at the time of the classification is reversed and deducted from the interest income totals for the Bank. Second, accruals of interest are discontinued until it becomes certain that both principal and interest can be repaid. Third, there may be actual losses that necessitate additional provisions for credit losses charged against earnings.

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Due to changes in economic conditions following the COVID-19 pandemic, including labor shortages, supply chain disruptions, inflation and the rising interest rate environment, we anticipate that our commercial, commercial real estate, residential and consumer borrowers may encounter economic difficulties, which could lead to increases in our levels of nonperforming assets, allowance for credit losses, and loan modifications. Any potential financial impacts are unknown at this time.

OREO represents real property acquired by the Bank for debts previously contracted, including through foreclosure or deeds in lieu of foreclosure. On December 31, 2022, the Bank was carrying two OREO properties on its books at a value of $566,000. While the Bank acquired no OREO properties and disposed of one OREO property during the six months ended June 30, 2023, the OREO balance decreased to $500,000 because we wrote down the value of one of the properties by $26,000 and sold one OREO property for $40,000. One OREO property is under contract and is subject to a study period and other customary contingencies. The remaining OREO property is available for sale and is being actively marketed.

Cash and cash equivalents increased to $73,529,000 on June 30, 2023 from $61,762,000 on December 31, 2022. Cash and cash equivalents consist of cash due from correspondents, cash in vault, and overnight investments (including Federal funds sold). This increase was due primarily to an increase in Federal funds sold, which was offset in part by a decrease in cash and due from banks. In addition, cash and cash equivalents are subject to routine fluctuations in deposits, including fluctuations in transactional accounts and professional settlement accounts.

Securities held-to-maturity were essentially flat, decreasing slightly to $3,630,000 on June 30, 2023 from $3,639,000 on December 31, 2022. This decrease is a result of normal amortization of premiums within the held-to-maturity portfolio.

Securities available-for-sale, which are carried on the balance sheet at fair market value, increased slightly to $186,625,000 on June 30, 2023, from $185,787,000 on December 31, 2022. During the six months ended June 30, 2023, the Bank purchased $4,206,000 in available-for-sale securities, which was responsible for the increase in securities available-for sale. In addition, the market value of the securities available-for-sale increased slightly. During the six months ended June 30, 2023 the Bank did not sell any securities available-for-sale and received $4,843,000 in proceeds from calls, maturities, and paydowns of securities available-for-sale, which partially offset the increase. While the fair market value of our securities available-for-sale increased during the quarter, there remains an unrealized loss of $32,232,000. Financial does not expect to realize the losses as it has the intent and ability to hold the securities until their recovery, which may be at maturity.

Financial’s investment in Federal Home Loan Bank of Atlanta (FHLBA) stock totaled $459,000 at June 30, 2023 as compared to $489,000 at December 31, 2022. FHLBA stock is generally viewed as a long-term investment and because there is no market for the stock other than other Federal Home Loan Banks or member institutions, FHLBA stock is viewed as a restricted security. Therefore, when evaluating FHLBA stock for impairment, its value is based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value.

Liquidity and Capital

At June 30, 2023, Financial, on a consolidated basis, had liquid assets of $260,154,000 in the form of cash, interest-bearing and noninterest-bearing deposits with banks, and available-for-sale investments. The Bank has pledged

approximately $5,000,000 (market value) of our available-for-sale securities as collateral with correspondent banks for collateralized lines of credit;

approximately, $35,000,000 (market value) of our available-for-sale securities as security for public deposits; and

approximately $36,500,000 (par value) of our available-for-sale securities as collateral for advances under the Federal Reserve’s Bank Term Funding Program.

In addition, if additional liquidity is needed, the Bank has the ability to purchase federal funds on the open market, borrow from the FHLBA using loans or investments within the Bank’s portfolio as collateral, and to borrow from the Federal Reserve Bank’s discount window.

As of June 30, 2023, the Bank has no borrowings from any of these sources. Immediately following the failure of Silicon Valley Bank, out of an abundance of caution the Bank borrowed $14,000,000 from the FHLBA to test its contingency funding plan. Approximately two weeks later, the Bank repaid the advance. During the first and second quarters, the Bank did not experience any unusual inflows or outflows of deposits.

Management believes that liquid assets were adequate at June 30, 2023. Management anticipates that additional liquidity will be provided by the growth in deposit accounts and loan repayments at the Bank.

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The aftermath of the failures of Silicon Valley Bank and First Republic Bank could have a material negative impact on Financial’s short-term or long-term liquidity. For example, if customers unexpectedly draw down on existing lines of credit or withdraw deposits at an unusual rate, our liquidity could be impacted. While we have not experienced any unusual pressure on our deposit balances or our liquidity position as a result of the these bank failures, management is closely monitoring our sources and uses of funds in order to meet our cash flow requirements while maximizing profits.

At June 30, 2023, the Bank had a leverage ratio of approximately 9.39%, a Tier 1 risk-based capital ratio and a CET1 ratio of approximately 11.72% and a total risk-based capital ratio of approximately 12.73%. As of June 30, 2023 and December 31, 2022, the Bank’s regulatory capital levels exceeded those established for well-capitalized institutions. The following table sets forth the minimum capital requirements and the Bank’s capital position as of June 30, 2023 and December 31, 2022:

Bank Level Only Capital Ratios

Analysis of Capital for Bank of the James (Bank only)

(dollars in thousands)

June 30,

December 31,

Analysis of Capital

2023

2022

Tier 1 capital

Common Stock

$             3,742

$            3,742

Surplus

22,325

22,325

Retained earnings

61,689

57,840

Total Tier 1 capital

$           87,756

$          83,907

Common Equity Tier 1 Capital (CET1)

$           87,756

$          83,907

Tier 2 capital

Allowance for credit losses

$             7,586

$            6,259

Total Tier 2 capital:

$             7,586

$            6,259

Total risk-based capital

$           95,342

$          90,166

Risk weighted assets

$         748,857

$        752,515

Average total assets

$         934,801

$        934,277

Actual

Regulatory Benchmarks

For Capital

For Well

June 30,

December 31,

Adequacy

Capitalized

2023

2022

Purposes (1)

Purposes

Capital Ratios:

Tier 1 capital to average total assets

9.39%

8.98%

4.000%

5.000%

Common Equity Tier 1 capital

11.72%

11.15%

7.000%

6.500%

Tier 1 risk-based capital ratio

11.72%

11.15%

8.500%

8.000%

Total risk-based capital ratio

12.73%

11.98%

10.500%

10.000%

(1)Includes the capital conservation buffer of 2.50% for all ratios, excluding the Tier 1 capital to average total assets ratio.

The above tables set forth the capital position and analysis for the Bank only. Because total assets on a consolidated basis are less than $3,000,000,000, Financial is not subject to the consolidated capital requirements imposed by the Bank Holding Company Act. Consequently, Financial does not calculate its financial ratios on a consolidated basis. If calculated, the capital ratios for the Company on a consolidated basis at June 30, 2023 would be lower than those of the Bank because a portion of proceeds from the sale of notes previously issued by the holding company were contributed to the Bank as equity.

In July 2013, the Federal Reserve Board approved a final rule establishing a regulatory capital framework for smaller, less complex financial institutions. The rule was fully implemented on January 1, 2019 and implemented a capital conservation buffer of 2.5%.

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As a result, the Bank is required to have a minimum ratio of Tier 1 capital to average total assets of 4.00% (exclusive of the capital conservation buffer), a minimum ratio of common equity Tier 1 capital to risk-weighted assets of 7.0% (inclusive of the capital conservation buffer), and a Tier 1 risk-based capital ratio of 8.5% (inclusive of the capital conservation buffer). Failure to maintain the capital conservation buffer will limit the ability of the Bank and Financial to pay dividends, repurchase shares or pay discretionary bonuses. The rule also raised the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and includes a minimum leverage ratio of 4% for all banking organizations.

Results of Operations

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

Earnings Summary

Financial had net income including all operating segments of $2,534,000 and $4,518,000 for the three and six months ended June 30, 2023, compared to $2,292,000 and $4,431,000 for the comparable periods in 2022. Basic and diluted earnings per common share for the three and six months ended June 30, 2023 were $0.56 and $0.99, compared to basic and diluted earnings per share of $0.48 and $0.93 for the three and six months ended June 30, 2022.

The increase in net income for the three and six months ended June 30, 2023, as compared to the prior year periods was due primarily to i) an increase in interest income of $1,985,000 and $4,168,000 in the three and six months ended from June 30, 2023 from the comparable periods in 2022. The increase was offset in part by significant increases in interest expense of $1,764,000 and $2,695,000 in the three and six months ended June 30, 2023 from the comparable periods in 2022.

These operating results represent an annualized return on average stockholders’ equity of 19.65% and 18.00% for the three and six month periods ended June 30, 2023, compared with 12.68% and 12.48% for the three and six months ended June 30, 2022. This increase for the three and six month periods ended June 30, 2023 was due to a decrease in stockholders’ equity as a result of a decrease in the value of available-for-sale securities resulting from an application of the mark-to-market accounting rules and an increase in net income. In addition, between August 2022 and April 2023, the Company repurchased approximately 197,000 shares of its common stock pursuant to two separate stock repurchase plans. In addition to increasing earnings per share, these repurchases decreased stockholders’ equity and average stockholders’ equity, leading to an increase in the return on stockholders’ equity ratio. The Company had an annualized return on average assets of 1.08% and 0.97% for the three and six month periods ended June 30, 2023 compared with 0.89% for both the three and six months ended June 30, 2022. The increase largely resulted from an increase in net income and a decrease in average assets, which was caused in part by a decrease in the value of the securities available-for-sale as discussed above. In addition, the average assets for both periods in 2022 reflect the impact of a significant short-term deposit related to a customer transaction.

See “Noninterest Income” below for mortgage business and wealth management segment discussions.

Interest Income, Interest Expense, and Net Interest Income

For the three and six months ended June 30, 2023, interest income increased to $9,583,000 and $18,681,000 from $7,598,000 and $14,513,000 for the same periods in 2022, due primarily to an increase in interest rates received on our interest earning assets. The average rate received on loans was 4.99% and 4.92% for the three and six months ended June 30, 2023, as compared to 4.12% and 4.08% for the same periods in 2022. The rate on total average earning assets increased during the three and six months ended June 30, 2023 because of a general increase in market rates. The average rate received on average earning assets was 4.31% and 4.24% for the three and six months ended June 30, 2023 as compared to 3.19% and 3.14% for the three and six months ended June 30, 2022.

Interest expense increased significantly to $2,238,000 and $3,694,000 for the three and six months ended June 30, 2023 from $474,000 and $999,000 for the three and six months ended June 30, 2022. The increase for the three and six months resulted primarily from an increase in interest rates paid on deposits during the first six months of the year. The Company’s average rate paid on interest bearing deposits was 1.15% and 0.93% for the three and six months ended June 30, 2023 as compared to 0.14% and 0.16% for the same periods in 2022. The Company’s average rate paid on interest bearing liabilities was 1.22% and 1.02% for the three and six months ended June 30, 2023 as compared to 0.25% and 0.27% for the same periods in 2022.

The fundamental source of the Bank’s net revenue is net interest income, which is determined by the difference between (i) interest and dividend income on interest earning assets, which consist primarily of loans, investment securities and other investments, and (ii) interest expense on interest-bearing liabilities, which consist principally of deposits and other borrowings. Net interest income for the three and six months ended June 30, 2023 was $7,345,000 and $14,987,000 as compared to $7,124,000 and $13,514,000 for the same periods in 2022. The net interest margin was 3.30% and 3.40% for the three and six months ended June 30, 2023 as compared to 2.99% and 2.92% for the comparable periods in 2022. The increase in the net interest margin for the three and six month periods was primarily due to the rates on interest earning assets repricing more rapidly than the rates on interest bearing liabilities.

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Due to rising inflation, economic uncertainties have arisen that are likely to impact net interest margin. The FOMC has implemented a series of interest rate increases that are likely to positively impact our net interest margin in the near term, but may cause long-term uncertainty. Other financial impacts could occur, though such potential impacts are unknown at this time. Because of the interest rate environment, the Bank may need to continue to raise deposit rates, which would have an adverse impact on our margin and profitability. Management expects the Company’s interest rate margin to remain the same or compress in near to mid-term.

Financial’s net interest margin analysis and average balance sheets are shown in Schedule I below.

Noninterest Income

Noninterest income is comprised primarily of fees and charges on transactional deposit accounts, gains on sales of mortgage loans held for sale, commissions on sales of investments, fees generated from treasury management services, fees generated from our investment advisory business, and bank-owned life insurance income.

Noninterest income increased in the three month period ended June 30, 2023 to $3,444,000 from $3,034,000 for same period in 2022. Noninterest income decreased to $6,488,000 for the six month period ended June 30, 2023 from $6,665,000 for the same period in 2022. The increase in the three months ended June 30, 2023 from the comparable period in 2022 was caused by increases in service charges, fees and commissions, primarily debit card fees, and wealth management fees from PWW. The decrease for the year to date was caused primarily by a decrease in gains on sale of loans held for sale, which was primarily caused by a decrease in loan origination volume at the Mortgage division, and was offset in part by the factors set forth in the preceding sentence.

The Bank, through its Mortgage division, originates both conforming and non-conforming consumer residential mortgage loans in the markets we serve. As part of the Bank’s overall risk management strategy, all of the loans originated and closed by the Mortgage division are presold to major national mortgage banking or financial institutions. The Mortgage division assumes, except in limited circumstances such as first payment default, no credit or interest rate risk on these mortgages.

Purchase mortgage originations totaled $40,549,000 and $67,417,000, or 82.03% and 82.12%, respectively, of the total mortgage loans originated in the three and six months ended June 30, 2023, as compared to $50,235,000 and $87,404,000, or 81.93% and 71.17%, respectively, of the total mortgage loans originated in the same periods in 2022. Because of a rising mortgage interest rate environment, management anticipates that in the short-term purchase mortgage originations will continue to represent a majority of mortgage originations. Management also believes that a continued increase in long-term market interest rates could limit refinancing activity.

Mortgage rates increased dramatically in 2022 and 2023 and these increases continue to have a negative impact on mortgage origination volume. Because of uncertainty surrounding current and near-term economic conditions arising from supply chain issues, inflation, and geopolitical and economic concerns, management cannot predict future mortgage rates. Management also believes that the rising interest rates could put revenue from the mortgage segment under additional pressure and mortgage originations will continue to trail 2022.

Our Investment division provides brokerage services through an agreement with a third-party broker-dealer. Pursuant to this arrangement, the third-party broker-dealer operates a service center adjacent to one of the branches of the Bank. The center is staffed by two dual employees of the Bank and the broker-dealer. Investment receives commissions on transactions generated and in some cases ongoing management fees such as mutual fund 12b-1 fees. The Investment division’s financial impact on our consolidated revenue has been immaterial. Although management cannot predict the financial impact of Investment with certainty, management anticipates the Investment division’s impact on noninterest income will remain immaterial for the remainder of 2023.

We conduct our investment advisory business through PWW, which Financial acquired on December 31, 2021. PWW is a Lynchburg, Virginia-based investment advisory firm that has approximately $680 million in assets under management and advisement as of June 30, 2023. PWW operates as a subsidiary of Financial. PWW generates revenue primarily through investment advisory fees. The investment advisory fees will vary based on the value of assets under management. Assets under management may fluctuate due to both client action and fluctuations in the equity and debt markets. Despite the potential for fluctuation, we anticipate that PWW will continue to contribute meaningfully to the Company’s consolidated net income.

The Bank provides insurance and annuity products to Bank customers and others, through the Bank’s Insurance subsidiary. The Bank has three employees that are licensed to sell insurance products through Insurance. Insurance generates minimal revenue and its financial impact on our consolidated revenue has been immaterial. Management anticipates that Insurance’s impact on noninterest income will remain immaterial for the remainder of 2023.

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Noninterest Expense

Noninterest expense for the three and six months ended June 30, 2023 increased by $284,000 and $711,000 to $7,876,000 and $15,951,000 from $7,592,000 and $15,240,000 for the same periods in 2022, increases of 3.74% and 4.67%, respectively. These increases resulted primarily from increases in professional, data processing, and other outside expenses, primarily data processing, debit card network and production fees, and franchise and real estate taxes. FDIC insurance expense decreased for the three and six months ended June 30, 2023, primarily due to an adjustment in the accrual and a decrease in average deposits from prior comparable periods. However, because of the failure of Silicon Valley Bank and First Republic Bank, it is possible that our FDIC insurance premiums will increase. Total personnel expense was $4,345,000 and $8,613,000 for the three and six month period ended June 30, 2023 as compared to $4,533,000 and $8,522,000 for the same periods in 2022. Personnel expense remained relatively flat because of management’s decision to not fill every vacancy.

Allowance and Provision for Credit Losses

The allowance for credit losses represents an amount that, in our judgment, will be adequate to absorb probable losses expected in the loan portfolio. The provision for credit losses increases the allowance, and loans charged-off, net of recoveries, reduce the allowance. The provision for the allowance for credit losses is charged to earnings to bring the total allowance to a level deemed appropriate by management and is based upon two components – specific impairment and general reserves. As discussed below, loans having a risk rating of 7 or below that are significantly past due, and the borrower’s performance and financial condition provide evidence that it is probable that the Bank will be unable to collect all amounts when due as well as all TDRs, are evaluated for specific impairment. The general reserve component is based on an evaluation of general economic conditions, actual and expected credit losses, and loan performance measures. Based on the application of the credit loss calculation, the Bank recovered $254,000 and $114,000 for the three and six months ended June 30, 2023 as compared with recoveries of $300,000 and $600,000 for the same periods in 2022. The decrease in loans, net of allowance for credit losses from March 31, 2023 to June 30, 2023 was the primary factor driving the recovery.

We adopted CECL effective January 1, 2023. The provision for the three and six months ended June 30, 2023 was determined under CECL while the provision for the same periods in 2022 was determined under the incurred loss model. As a result of the adoption of CECL, we recorded a net decrease to retained earnings of $1,599,000 as of January 1, 2023 for the cumulative effect of adopting CECL. The change from incurred loss method to CECL impacts the comparability of the allowance between periods.

At June 30, 2023, the allowance for credit losses was 1.23% of total loans outstanding, versus 1.22% and 1.08% of total loans outstanding at December 31, 2022 and June 30, 2022, respectively. The increase in the allowance for credit losses was largely driven by the adoption of CECL. The allowance for credit losses for individually evaluated loans was $0 at both December 31, 2022 and June 30, 2023. As shown in Note 8, the total balance in the allowance increased, from $6,259,000 (under the incurred loss method) as of December 31, 2022 to $7,586,000 (under CECL) on June 30, 2023.

Charged-off loans, which are loans that management deems uncollectible, are charged against the allowance for credit losses and constitute a realized loss. We had charged-off loans of $19,000 and $52,000 for the three month periods ended June 30, 2023 as compared to $1,000 and $9,000 for the same periods in 2022. While a charged-off loan may subsequently be collected, such recoveries generally are realized over an extended period of time. We had recoveries of $88,000 and $192,000 for the periods ended June 30, 2023 as compared to recoveries of $47,000 and $310,000 for the same periods in 2022.

No nonaccrual loans were excluded from the individually evaluated loan disclosures at June 30, 2023 and December 31, 2022. If interest on these loans had been accrued, such income cumulatively would have approximated $38,000 and $79,000 on June 30, 2023 and December 31, 2022, respectively. Loan payments received on nonaccrual loans are applied to principal. When a loan is placed on nonaccrual status there are several negative implications. First, all interest accrued but unpaid at the time of the classification is deducted from the interest income totals for the Bank. Second, accruals of interest are discontinued until it becomes certain that both principal and interest can be repaid. Third, there may be actual losses that necessitate additional provisions for credit losses charged against earnings.

Income Taxes

For the three and six months ended June 30, 2023, Financial had an income tax expense of $633,000 and $1,120,000 as compared to $574,000 and $1,108,000 for the same periods in 2022. This represents an effective tax rate of 19.99% and 19.87% for the three and six months ended June 30, 2023 as compared with 20.03% and 20.00% for the three and six months ended June 30, 2022. Our effective rate was lower than the statutory corporate tax rate in all periods primarily because of federal income tax benefits resulting from the tax treatment of earnings on bank owned life insurance, and interest earned on tax free municipal bonds.

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Net Interest Margin Analysis

Average Balance Sheets

For the Three Months Ended June 30, 2023 and 2022

(dollars in thousands)

2023

2022

Average

Average

Average

Interest

Rates

Average

Interest

Rates

Balance

Income/

Earned/

Balance

Income/

Earned

Sheet

Expense

Paid

Sheet

Expense

/Paid

ASSETS

Loans, including fees (1)(2)

$

624,947

$

7,781

4.99%

$

596,775

$

6,126

4.12%

Loans held for sale

3,766

54

5.75%

4,074

48

4.73%

Federal funds sold

35,526

450

5.08%

103,575

164

0.64%

Interest-bearing bank balances

4,615

93

8.08%

18,863

27

0.57%

Securities (3)

222,680

1,177

2.12%

232,697

1,211

2.09%

Federal agency equities

1,250

33

10.59%

1,253

27

8.64%

CBB equity

116

—

- %

116

—

- %

Total earning assets

892,900

9,588

4.31%

957,353

7,603

3.19%

Allowance for loan losses

(7,738)

(6,894)

Non-earning assets

59,721

80,525

Total assets

$

944,883

$

1,030,984

LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits

Demand interest bearing

409,039

541

0.53%

460,350

97

0.08%

Savings

120,721

121

0.40%

131,171

18

0.06%

Time deposits

180,652

1,374

3.05%

138,142

146

0.42%

Total interest bearing deposits

710,412

2,036

1.15%

729,663

261

0.14%

Other borrowed funds

FHLB borrowings

—

—

—

—

—

- %

Other borrowings

3,289

100

12.20%

10,807

108

4.01%

Financing leases

10,258

21

0.82%

3,359

24

2.87%

Capital Notes

10,039

81

3.24%

10,034

81

3.24%

Total interest-bearing liabilities

733,998

2,238

1.22%

753,863

474

0.25%

Noninterest bearing deposits

151,516

194,431

Other liabilities

7,657

10,201

Total liabilities

893,171

958,495

Stockholders’ equity

51,712

72,489

Total liabilities and

Stockholders’ equity

$

944,883

$

1,030,984

Net interest earnings

$

7,350

$

7,129

Net interest margin

3.30%

2.99%

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Interest spread

3.08%

2.94%

(1)Net accretion or amortization of deferred loan fees and costs are included in interest income.

(2)Nonperforming loans are included in the average balances. However, interest income and yields calculated do not reflect any accrued interest associated with non-accrual loans.

(3)The interest income and yields calculated on securities have been tax affected to reflect any tax-exempt interest on municipal securities. Assumed income tax rates of 21% were used for the periods presented.

Net Interest Margin Analysis

Average Balance Sheets

For the Six Months Ended June 30, 2023 and 2022

(dollars in thousands)

2023

2022

Average

Average

Average

Interest

Rates

Average

Interest

Rates

Balance

Income/

Earned/

Balance

Income/

Earned

Sheet

Expense

Paid

Sheet

Expense

/Paid

ASSETS

Loans, including fees (1)(2)

$

621,268

$

15,165

4.92%

$

592,702

$

12,003

4.08%

Loans held for sale

3,104

96

6.24%

3,856

76

3.97%

Federal funds sold

32,554

789

4.89%

100,437

201

0.40%

Interest-bearing bank balances

7,580

241

6.41%

18,883

34

0.36%

Securities (3)

223,605

2,359

2.13%

215,718

2,178

2.04%

Federal agency equities

1,313

41

6.30%

1,231

31

5.08%

CBB equity

116

—

- %

116

—

- %

Total earning assets

889,540

18,691

4.24%

932,943

14,523

3.14%

Allowance for loan losses

(7,635)

(6,929)

Non-earning assets

59,688

80,307

Total assets

$

941,593

$

1,006,321

LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits

Demand interest bearing

414,295

880

0.43%

455,376

204

0.09%

Savings

123,773

142

0.23%

127,835

37

0.06%

Time deposits

166,695

2,235

2.70%

140,031

324

0.47%

Total interest bearing deposits

704,763

3,257

0.93%

723,242

565

0.16%

Other borrowed funds

FHLB borrowings

1,238

31

5.05%

—

—

- %

Other borrowings

10,328

199

3.89%

10,873

222

4.12%

Financing leases

3,330

44

2.66%

3,419

49

2.89%

Capital Notes

10,039

163

3.27%

10,033

163

3.28%

Total interest-bearing liabilities

729,698

3,694

1.02%

747,567

999

0.27%

Noninterest bearing deposits

153,666

176,950

Other liabilities

7,611

10,204

Total liabilities

890,975

934,721

Stockholders’ equity

50,618

71,600

50

Table of Contents

 

Total liabilities and

Stockholders’ equity

$

941,593

$

1,006,321

Net interest earnings

$

14,997

$

13,524

Net interest margin

3.40%

2.92%

Interest spread

3.22%

2.87%

(1)Net accretion or amortization of deferred loan fees and costs are included in interest income.

(2)Nonperforming loans are included in the average balances. However, interest income and yields calculated do not reflect any accrued interest associated with non-accrual loans.

(3)The interest income and yields calculated on securities have been tax affected to reflect any tax-exempt interest on municipal securities. Assumed income tax rates of 21% were used for the periods presented.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Financial’s management, including Financial’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and 15d-15 promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, Financial’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that Financial files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There have been no significant changes during the quarter ended June 30, 2023, in the Company’s internal controls over financial reporting (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934) or in other factors that could have significantly affected those controls subsequent to the date of our most recent evaluation of internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not involved in any pending legal proceedings at this time, other than routine litigation incidental to its business.

Item 1A. Risk Factors

For information regarding the Company’s risk factors, see Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 31, 2023. There have been no material changes from risk factors as previously disclosed in Part 1 Item 1A of the Company’s Form 10-K for the year ended December 31, 2022.

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

(a)Not applicable.

(b)Not applicable.

51

Table of Contents

 

(c)The following table provides information about repurchases of common stock by the Company for the quarter ended June 30, 2023:

Period

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs (1)

April 1, 2023 through April 30, 2023 (2)

16,700

11.05

16,700

$ - (3)

May 1, 2023 through May 31, 2023 (2)

-

N/A

-

-

June 1, 2023 through June 30, 2023 (2)

-

N/A

-

-

Total

16,700

11.05

16,700

$ -

(1)The company repurchased 16,700 shares for an aggregate of $184,541 during the quarter ended June 30, 2023. All purchases were made in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Securities Exchange Act of 1934.

(2)On February 6, 2023, the Company’s board of directors approved a stock repurchase plan to purchase up to $998,000 of the Company’s common stock. The plan authorizes the Company to make purchases from March 8, 2023 through March 7, 2024, unless extended or sooner terminated. Purchases may be made in open market transactions or privately negotiated transactions, in accordance with Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

(3)Following the purchase of 16,700 shares in April 2023, substantially all of the funds allocated under the Plan had been spent and consequently, on April 18, 2023, the Company’s board of directors terminated the repurchase plan.

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Not applicable

Item 5. Other Information

Not applicable


‎

52

Table of Contents

 

Item 6. Exhibits

Exhibit No.

Description of Exhibit

31.1

Certification of Robert R. Chapman III Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 11, 2023

31.2

Certification of J. Todd Scruggs Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 11, 2023

32.1

Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002, dated August 11, 2023

101

The following materials from Bank of the James Financial Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets (unaudited) as of June 30, 2023 and December 31, 2022; (ii) Consolidated Statements of Income (unaudited) for the three and six months ended June 30, 2023 and 2022; (iii) Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and six months ended June 30, 2023 and 2022 (iv) Consolidated Statements of Cash Flows (unaudited) for the three and six months ended June 30, 2023 and 2022 (v) Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three and six months ended June 30, 2023 and 2022; (vi) Notes to Unaudited Consolidated Financial Statements.

SIGNATURES

BANK OF THE JAMES FINANCIAL GROUP, INC.

Date: August 11, 2023

By /S/ Robert R. Chapman III

Robert R. Chapman III, President

(Principal Executive Officer)

Date: August 11, 2023

By /S/ J. Todd Scruggs

J. Todd Scruggs, Secretary and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

53

EX-31.1 2 botj-20230630xex31_1.htm EX-31.1 Exhibit 311

Exhibit 31.1

 

Certification—Principal Executive Officer



I, Robert R. Chapman III, President of Bank of the James Financial Group, Inc. certify that:



(1) I have reviewed this Form 10-Q of Bank of the James Financial Group, 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 issuer as of, and for, the periods presented in this report;



(4) The issuer’s other certifying officer(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer 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 issuer, 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 issuer’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 issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and



(5) The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’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 issuer’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 issuer’s internal control over financial reporting.





 

 

Date:  August 11, 2023

 

By /S/  Robert R. Chapman III



 

Robert R. Chapman III, President



 

(Principal Executive Officer)



EX-31.2 3 botj-20230630xex31_2.htm EX-31.2 Exhibit 312

Exhibit 31.2

 

Certification—Principal Financial Officer and Principal Accounting Officer



I, J. Todd Scruggs, Secretary and Treasurer of Bank of the James Financial Group, Inc., certify that: 



(1) I have reviewed this Form 10-Q of Bank of the James Financial Group, 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 issuer as of, and for, the periods presented in this report;



(4) The issuer’s other certifying officer(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer 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 issuer, 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 issuer’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 issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and



(5) The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’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 issuer’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 issuer’s internal control over financial reporting.





 

 

Date: August 11, 2023

 

By /S/  J. Todd Scruggs



 

J. Todd Scruggs, Secretary and Treasurer



 

(Principal Financial Officer and Principal Accounting Officer)



EX-32.1 4 botj-20230630xex32_1.htm EX-32.1 Exhibit 321

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



Each of the undersigned hereby certifies that this Quarterly Report on Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Bank of the James Financial Group, Inc.





 

 



 

BANK OF THE JAMES FINANCIAL GROUP, INC.



 

 

Date: August 11, 2023

 

By /S/  Robert R. Chapman III



 

Robert R. Chapman III, President



 

(Principal Executive Officer)







 

 

Date: August 11, 2023

 

By /S/  J. Todd Scruggs



 

J. Todd Scruggs, Secretary and Treasurer



 

(Principal Financial Officer and Principal Accounting Officer)