BANK OF THE JAMES FINANCIAL GROUP INC - Quarter Report: 2013 June (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2013

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. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 3,352,725 shares of Common Stock, par value $2.14 per share, were outstanding at August 8, 2013.

Table of Contents


PART I – FINANCIAL INFORMATION		1

Item 1.	Consolidated Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

Item 4.	Controls and Procedures	46

PART II – OTHER INFORMATION		46

Item 1.	Legal Proceedings	46

Item 1A.	Risk Factors	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 3.	Defaults Upon Senior Securities	47

Item 4.	Mine Safety Disclosures	47

Item 5.	Other Information	47

Item 6.	Exhibits	48

SIGNATURES		49

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) (2013 unaudited)


	6/30/2013			12/31/2012
Assets

Cash and due from banks	$	16,165		$	16,827
Federal funds sold		9,302			24,171

Total cash and cash equivalents		25,467			40,998


Securities held-to-maturity (fair value of $3,322 in 2013 and $3,417 in 2012)		3,063			3,075
Securities available-for-sale, at fair value		43,022			50,294
Restricted stock, at cost		1,428			1,538

Loans, net of allowance for loan losses of $5,475 in 2013 and $5,535 in 2012		331,703			319,922
Loans held for sale		861			904
Premises and equipment, net		8,240			8,340
Software, net		260			252
Interest receivable		1,443			1,557
Cash value - bank owned life insurance		9,082			8,931
Other real estate owned, net of valuation allowance		1,817			2,112
Income taxes receivable		678			624
Deferred tax asset		2,472			1,367
Other assets		1,335			1,467

Total assets	$	430,871		$	441,381


Liabilities and Stockholders’ Equity

Deposits
Noninterest bearing demand	$	50,745		$	66,917
NOW, money market and savings		243,044			239,812
Time		94,999			92,286

Total deposits		388,788			399,015

FHLB borrowings		2,000			2,000
Capital notes		10,000			10,000
Interest payable		68			70
Other liabilities		962			683

Total liabilities	$	401,818		$	411,768


Stockholders’ equity

Common stock $2.14 par value; authorized 10,000,000 shares; issued and outstanding 3,352,725 as of June 30, 2013 and December 31, 2012	$	7,175		$	7,175
Additional paid-in capital		22,806			22,806
Accumulated other comprehensive income (loss)		(1,577	)		568
Retained earnings (deficit)		649			(936	)

Total stockholders’ equity	$	29,053		$	29,613


Total liabilities and stockholders’ equity	$	430,871		$	441,381

See accompanying notes to these consolidated financial statements

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				For the Six Months
	Ended June 30,				Ended June 30,
	2013		2012		2013		2012
Interest Income
Loans	$	4,199	$	4,178	$	8,362	$	8,402
Securities
US Government and agency obligations		172		241		362		521
Mortgage backed securities		10		7		14		20
Municipals		141		171		293		325
Dividends		25		25		30		29
Other (Corporates)		12		17		28		23
Federal Funds sold		8		6		15		11

Total interest income		4,567		4,645		9,104		9,331


Interest Expense
Deposits
NOW, money market savings		124		209		248		414
Time Deposits		317		392		640		813
FHLB borrowings		19		75		38		149
Reverse repurchase agreements		—		—		—		15
Capital notes		150		133		300		238

Total interest expense		610		809		1,226		1,629


Net interest income		3,957		3,836		7,878		7,702

Provision for loan losses		55		425		290		1,175


Net interest income after provision for loan losses		3,902		3,411		7,588		6,527


Other operating income
Mortgage fee income		340		289		659		515
Service charges, fees and commissions		325		311		628		594
Increase in cash value of life insurance		76		82		151		164
Other		29		32		37		71
Gain on sale of available-for-sale securities		135		129		394		170


Total other operating income		905		843		1,869		1,514


Other operating expenses
Salaries and employee benefits		1,726		1,546		3,502		3,049
Occupancy		285		291		590		577
Equipment		240		245		501		498
Supplies		93		103		183		216
Professional, data processing, and other outside expense		569		518		1,130		1,016
Marketing		95		145		181		249
Credit expense		64		56		119		112
Other real estate expenses		261		274		340		322
FDIC insurance expense		143		144		287		288
Other		195		237		369		516

Total other operating expenses		3,671		3,559		7,202		6,843


Income before income taxes		1,136		695		2,255		1,198

Income tax expense		339		209		670		352


Net Income	$	797	$	486	$	1,585	$	846


Weighted average shares outstanding - basic		3,352,725		3,342,415		3,352,725		3,342,415


Weighted average shares outstanding - diluted		3,353,141		3,343,250		3,353,002		3,342,833


Income per common share - basic	$	0.24	$	0.15	$	0.47	$	0.25


Income per common share - diluted	$	0.24	$	0.15	$	0.47	$	0.25

See accompanying notes to these consolidated financial statements

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

Three and Six months ended June 30, 2013 and 2012

(dollar amounts in thousands) (unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net Income	$	797		$	486		$	1,585		$	846

Other comprehensive income (loss):

Unrealized (losses) gains on securities available-for-sale net of deferred taxes of $838 and $(444) for the three month periods and $971 and $(389) for the six month periods ended June 30, 2013 and 2012		(1,627	)		862			(1,885	)		760

Reclassification adjustment for gains included in net income, net of taxes of $46 and $44 for the three month periods and $134 and $58 for the six month periods ended June 30, 2013 and 2012		(89	)		(85	)		(260	)		(112	)


Other comprehensive income (loss), net of tax		(1,716	)		777			(2,145	)		648


Comprehensive income (loss)	$	(919	)	$	1,263		$	(560	)	$	1,494

See accompanying notes to these consolidated financial statements

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Six Months ended June 30, 2013 and 2012

(dollar amounts in thousands) (unaudited)


	Six Months Ended June 30,
	2013			2012

Cash flows from operating activities
Net Income	$	1,585		$	846

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

Depreciation		354			334
Net amortization and accretion of premiums and discounts on securities		183			299
(Gain) on sale of available for sale securities		(394	)		(170	)
Provision for loan losses		290			1,175
Loss on sale of other real estate owned		9			81
Impairment of other real estate owned		284			200
Decrease (increase) in loans held-for-sale		43			(730	)
(Increase) in cash value of life insurance		(151	)		(164	)
Decrease in interest receivable		114			81
Decrease in other assets		132			309
(Increase) in income taxes payable		(54	)		(22	)
(Decrease) in interest payable		(2	)		(4	)
Increase (decrease) in other liabilities		279			(325	)


Net cash provided by operating activities	$	2,672		$	1,910


Cash flows from investing activities
Proceeds from maturities and calls of securities held to maturity	$	—		$	5,000
Purchases of securities available for sale		(17,314	)		(25,400	)
Proceeds from maturities, calls and paydowns of securities available for sale		2,113			10,488
Proceeds from sale of securities available for sale		19,446			8,472
Redemption of Federal Home Loan Bank stock		110			61
Proceeds from sale of other real estate owned		493			2,088
Improvements to other real estate owned		—			(5	)
Origination of loans, net of principal collected		(12,562	)		(3,011	)
Purchases of premises and equipment		(262	)		(260	)


Net cash (used in) investing activities	$	(7,976	)	$	(2,567	)


Cash flows from financing activities
Net (decrease) increase in deposits	$	(10,227	)	$	10,355
Net (decrease) in repurchase agreements		—			(8,379	)
Payoff of 6% senior capital notes due 4/1/2012		—			(7,000	)
Proceeds from issuance of 6% senior capital notes due 4/1/2017		—			9,627


Net cash (used in) provided by financing activities	$	(10,227	)	$	4,603


(Decrease) increase in cash and cash equivalents		(15,531	)		3,946

Cash and cash equivalents at beginning of period	$	40,998		$	23,340


Cash and cash equivalents at end of period	$	25,467		$	27,286


Non cash transactions
Transfer of loans to foreclosed assets	$	491		$	1,434
Fair value adjustment for securities		(3,250	)		979


Cash transactions
Cash paid for interest	$	1,228		$	1,633
Cash paid for taxes		724			370

See accompanying notes to these consolidated financial statements

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(dollars in thousands) (unaudited)


	Total Shares Outstanding		Common Stock		Additional Paid-in Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Total

Balance at December 31, 2011		3,342,415	$	7,152	$	22,775	$	(3,068	)	$	(54	)	$	26,805


Net Income		—		—		—		846			—			846

Other Comprehensive Income		—		—		—		—			648			648


Balance at June 30, 2012		3,342,415	$	7,152	$	22,775	$	(2,222	)	$	594		$	28,299


Balance at December 31, 2012		3,352,725	$	7,175	$	22,806	$	(936	)	$	568			29,613


Net Income		—		—		—		1,585			—			1,585

Other Comprehensive Loss		—		—		—		—			(2,145	)		(2,145	)


Balance at June 30, 2013		3,352,725	$	7,175	$	22,806	$	649		$	(1,577	)	$	29,053

See accompanying notes to these consolidated financial statements

Notes to Consolidated Financial Statements

Note 1 – Basis of Presentation

The unaudited consolidated financial statements have been prepared by Bank of the James Financial Group, Inc. (“Financial” or 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 and for the three and six months ended June 30, 2013 and 2012 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, 2012. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the year ended December 31, 2012 included in Financial’s Annual Report on Form 10-K. Results for the three and six month periods ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

The Company’s 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.

Financial’s critical accounting policy relates to the evaluation of the allowance for loan losses which is based on management’s opinion of an amount that is adequate to absorb loss in the existing loan portfolio of Bank of the James (the “Bank”), Financial’s wholly-owned subsidiary. The allowance for loan losses is established through a provision for loan loss based on available information including the composition of the loan portfolio, historical loan losses (to the extent available due to limited history), specific impaired loans, availability and quality of collateral, age of the various portfolios, changes in local economic conditions, and loan performance and quality of the portfolio. Different assumptions used in evaluating the adequacy of the Bank’s allowance for loan losses could result in material changes in Financial’s financial condition and results of operations. The Bank’s policies with respect to the methodology for determining the allowance for loan losses involve a higher degree of complexity and require management to make subjective judgments that often require assumptions or estimates about uncertain matters. These critical policies and their assumptions are periodically reviewed with the Board of Directors.

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.

Note 3 – Earnings Per Share

Currently, only the option shares granted to certain officers and other employees of Financial pursuant to the Amended and Restated Stock Option Plan of 1999 Financial (the “1999 Plan”) are considered dilutive. The following is a summary of the earnings per share calculation for the three and six months ended June 30, 2013 and 2012.

Note 3 – Earnings Per Share (continued)


	Three months ended				Year to date
	June 30,				June 30,
	2013		2012		2013		2012

Net income	$	797,000	$	486,000	$	1,585,000	$	846,000

Weight average number of shares		3,352,725		3,342,415		3,352,725		3,342,415
Options affect of incremental shares		416		835		277		418


Weighted average diluted shares		3,353,141		3,343,250		3,353,002		3,342,833


Basic EPS (weighted avg shares)	$	0.24	$	0.15	$	0.47	$	0.25


Diluted EPS (Including Option Shares)	$	0.24	$	0.15	$	0.47	$	0.25

The following table sets forth the incremental shares associated with option shares that were not included in calculating the diluted earnings because their effect was anti-dilutive:

Three months ended

Six months ended

June 30,

2013

2012

2013

2012

Incremental shares excluded from calculating diluted EPS because their effect was anti-dilutive

169,600

175,847

169,600

216,492

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 date of grant.

Note 4 – Stock Based Compensation (continued)

Stock option plan activity for the six months ended June 30, 2013 is summarized below:


	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Average Intrinsic Value

Options outstanding, January 1, 2013		175,366	$	9.66

Granted		—		—

Exercised		—		—

Forfeited		—	$	—


Options outstanding, June 30, 2013		175,366		9.66		1.5	$	7,092


Options exercisable, June 30, 2013		175,366	$	9.66		1.5	$	7,902

Intrinsic value is calculated by subtracting exercise price of option shares from the market price of underlying shares and multiplying that amount by the number of options outstanding. No intrinsic value exists where the exercise price is greater than the market price on a given date.

All compensation expense related to the foregoing stock option plan has been recognized. The Company’s ability to grant additional options shares under the 1999 Plan has expired.

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 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 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.

Note 5 – Fair Value Measurements (continued)

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.

Following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy:

Securities

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash 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.

Note 5 – Fair Value Measurements (continued)

The following table summarizes the Company’s financial assets that were measured at fair value on a recurring basis during the period.


			Carrying Value at June 30, 2013
Description	Balance as of June 30, 2013		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
US Treasuries	$	3,736	$	—	$	3,736	$	—
US agency obligations		17,479		—		17,479
Mortgage-backed securities		3,745		—		3,745		—
Municipals		16,171		—		16,171		—
Other (corporates)		1,891		—		1,891		—


Total available-for-sale securities	$	43,022	$	—	$	43,022	$	—


			Carrying Value at December 31, 2012
Description	Balance as of December 31, 2012		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
US agency obligations	$	23,069	$	—	$	23,069	$	—
Mortgage-backed securities		1,812		—		1,812		—
Municipals		22,804				22,804
Other (corporates)		2,609		—		2,609		—


Total available-for-sale securities	$	50,294	$	—	$	50,294	$	—

Impaired loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Fair value is measured based on the value of the collateral securing the loans. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral 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). However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property is over one year old, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.

Note 5 – Fair Value Measurements (continued)

Loans held for sale

Loans held for sale are carried at 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, 2013. Gains and losses on the sale of loans are recorded within mortgage fee income 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 collateral 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.

Any fair value adjustments are recorded in the period incurred and expensed against current earnings. The carrying values of all OREO properties are considered to be Level 3.

The following table summarizes the Company’s impaired loans, loans held for sale, and OREO measured at fair value on a nonrecurring basis during the period (in thousands).


			Carrying Value at June 30, 2013
Description	Balance as of June 30, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans*	$	5,730	$	—	$	—	$	5,730
Loans held for sale		861		—		861		—
Other real estate owned		1,817		—		—		1,817

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


			Carrying Value at December 31, 2012
Description	Balance as of December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans*	$	6,836	$	—	$	—	$	6,836
Loans held for sale		904		—		904		—
Other real estate owned		2,112		—		—		2,112

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

Note 5 – Fair Value Measurements (continued)

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, 2013 (dollars in thousands)
	Fair Value		Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Assets
Impaired loans	$	5,730	Discounted appraised value	Selling cost	5% - 10% (6%)
				Discount for lack of marketability and age of appraisal	0% - 25% (15%)

OREO		1,817	Discounted appraised value	Selling cost	5% - 10% (6%)
				Discount for lack of marketability and age of appraisal	0% - 25% (15%)

	Quantitative information about Level 3 Fair Value Measurements for December 31, 2012 (dollars in thousands)
	Fair Value		Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Assets
Impaired loans	$	6,836	Discounted appraised value	Selling cost	5% - 10% (6%)
				Discount for lack of marketability and age of appraisal	0% - 25% (15%)

OREO		2,112	Discounted appraised value	Selling cost	5% - 10% (6%)
				Discount for lack of marketability and age of appraisal	0% - 25% (15%)

Financial Instruments

Cash, cash equivalents and Federal Funds sold

The carrying amounts of cash and short-term instruments approximate fair values.

Loans

For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for certain fixed rate loans are based on quoted market prices of similar loans adjusted for differences in loan characteristics. Fair values for other loans such as commercial real estate and commercial and industrial loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values of impaired loans are estimated as described above. The carrying values of all loans are considered to be Level 3.

Bank Owned Life Insurance (BOLI)

The carrying amount approximates fair value. The carrying values of all BOLI is considered to be Level 2.

Note 5 – Fair Value Measurements (continued)

Deposits

Fair values disclosed for demand deposits (e.g., interest and noninterest checking, savings, and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed rate certificates of deposit are estimated using discounted cash flow analyses that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits. The carrying values of all deposits are considered to be Level 2.

FHLB borrowings

The fair value of FHLB borrowings is estimated using discounted cash flow analysis based on the rates currently offered for borrowings of similar remaining maturities and collateral requirements. The carrying values of all FHLB borrowings are considered to be Level 2.

Short-term borrowings

The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings maturing within ninety days approximate fair value. The carrying values of all short term borrowings are considered to be Level 2.

Capital notes

Fair values of capital notes are based on market prices for debt securities having similar maturity and interest rate characteristics. The carrying values of all capital notes are considered to be Level 2.

Accrued interest

The carrying amounts of accrued interest approximate fair value. The carrying values of all accrued interest is considered to be Level 2.

Off-balance sheet credit-related instruments

Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Fair value of off-balance sheet credit-related instruments were deemed to be immaterial at June 30, 2013 and December 31, 2012 and therefore are not included in the table below.

Note 5 – Fair Value Measurements (continued)

The estimated fair values, and related carrying or notional amounts, of Financial’s financial instruments are as follows (in thousands):


			Fair Value Measurements at June 30, 2013 using
	Carrying Amounts		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance
Assets
Cash and due from banks	$	16,165	$	16,165	$	—	$	—	$	16,165
Federal funds sold		9,302		9,302		—		—		9,302
Securities
Available-for-sale		43,022		—		43,022		—		43,022
Held-to-maturity		3,063		—		3,322		—		3,322
Loans, net		331,703		—		—		342,550		342,550
Loans held for sale		861		—		861		—		861
Interest receivable		1,443		—		1,443		—		1,443
BOLI		9,082		—		9,082		—		9,082

Liabilities
Deposits	$	388,788	$	—	$	386,572	$	—	$	386,572
FHLB borrowings		2,000		—		2,024		—		2,024
Capital notes		10,000		—		10,122		—		10,122
Interest payable		68		—		68		—		68

			Fair Value Measurements at December 31, 2012 using
	Carrying Amounts		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance
Assets
Cash and due from banks	$	16,827	$	16,827	$	—	$	—	$	16,827
Federal funds sold		24,171		24,171		—		—		24,171
Securities
Available-for-sale		50,294		—		50,294		—		50,294
Held-to-maturity		3,075		—		3,417		—		3,417
Loans, net		319,922		—		—		330,863		330,863
Loans held for sale		904		—		904		—		904
Interest receivable		1,557		—		1,557		—		1,557
BOLI		8,931		—		8,931		—		8,931

Liabilities
Deposits	$	399,015	$	—	$	400,212	$	—	$	400,212
FHLB borrowings		2,000		—		2,160		—		2,160
Capital notes		10,000		—		10,006		—		10,006
Interest payable		70		—		70		—		70

Note 5 – Fair Value Measurements (continued)

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Bank’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Bank’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment, and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on-balance-sheet and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets that are not considered financial assets include deferred income taxes and bank premises and equipment; a significant liability that is not considered a financial liability is accrued post-retirement benefits. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Financial assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of Financial’s financial instruments will change when interest rate levels change, and that change may be either favorable or unfavorable to the Bank. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment.

Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Bank’s overall interest rate risk.

Note 6 – Capital Notes

During the third quarter of 2012, Financial closed the private placement of unregistered debt securities (the “2012 Offering”) pursuant to which Financial issued $10,000,000 in principal of notes (the “2012 Notes”). The 2012 Notes have not been and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The 2012 Notes bear interest at the rate of 6% per year with interest payable quarterly in arrears. The notes mature on April 1, 2017, but are subject to prepayment in whole or in part on or after April 1, 2013 at Financial’s sole discretion on 30 days written notice to the holders. Financial used $7,000,000 of the proceeds from the 2012 Offering in April 2012 to pay, on maturity, the principal due on notes issued in 2009.

Note 7 – Investments

The following tables summarize the Bank’s holdings for both securities held-to-maturity and securities available-for-sale as of June 30, 2013 and December 31, 2012 (amounts in thousands):


			June 30, 2013
	Amortized		Gross Unrealized
	Costs		Gains		(Losses)			Fair Value
Held-to-Maturity
US agency obligations	$	3,063	$	259	$	—		$	3,322


Available-for-Sale
US Treasuries	$	3,903	$	—	$	(167	)	$	3,736
US agency obligations		18,897		—		(1,418	)		17,479
Mortgage-backed securities		3,734		11		—			3,745
Municipals		16,864		72		(765	)		16,171
Other		2,012		—		(121	)		1,891

	$	45,410	$	83	$	(2,471	)	$	43,022


			December 31, 2012
	Amortized		Gross Unrealized					Fair Value
	Costs		Gains		(Losses)			Fair Value
Held-to-Maturity
US agency obligations	$	3,075	$	342	$	—		$	3,417


Available-for-Sale
US agency obligations	$	22,980	$	184	$	(95	)	$	23,069
Mortgage-backed securities		1,805		7		—			1,812
Municipals		22,099		780		(75	)		22,804
Other		2,548		61		—			2,609

	$	49,432	$	1,032	$	(170	)	$	50,294

Note 7 – Investments (continued)

The following tables show the gross unrealized losses and fair value of the Bank’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2013 and December 31, 2012 (amounts in thousands):


	Less than 12 months				More than 12 months				Total
June 30, 2013	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Description of securities
US Treasuries	$	3,736	$	167	$	—	$	—	$	3,736	$	167
U.S. agency obligations		15,480		1,418		—		—		15,480		1,418
Municipals		12,211		765		—		—		12,211		765
Other		1,891		121		—		—		1,891		121

Total	$	33,318	$	2,471	$	—	$	—	$	33,318	$	2,471


	Less than 12 months				More than 12 months				Total
December 31, 2012	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Description of securities
U.S. agency obligations	$	9,116	$	95	$	—	$	—	$	9,116	$	95
Municipals		1,879		75		—		—		1,879		75

Total	$	10,995	$	170	$	—	$	—	$	10,995	$	170

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and may do so more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) the intent of Financial, if any, to sell the security; (4) whether Financial more likely than not will be required to sell the security before recovering its cost; and (5) whether Financial does not expect to recover the security’s entire amortized cost basis (even if Financial does not intend to sell the security).

At June 30, 2013, the Company did not consider the unrealized losses as other-than-temporary losses due to the nature of the securities involved. As of June 30, 2013, the Bank owned 37 securities that were being evaluated for other than temporary impairment. Ten of these securities were S&P rated AAA, 26 were S&P rated AA, and one was S&P rated A. As of June 30, 2013, 12 of these securities were direct obligations of the U.S. government or government sponsored entities, 22 were municipal issues, and three were publicly traded U.S. corporations.

Based on the analysis performed by management as mandated by the Bank’s investment policy, management believes the default risk to be minimal. Because the Bank expects to recover the entire amortized cost basis, no declines currently are deemed to be other-than-temporary.

Note 8 – Business Segments

The Company has two reportable business segments: (i) a traditional full service community banking segment and, (ii) a mortgage loan origination 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. 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. Because of the pre-arranged purchase commitments, there is minimal risk to the Company.

Both of the Company’s reportable segments are service based. The mortgage business is a fee-based business while the Bank’s primary source of revenue is net interest income. The Bank also provides a referral network for the mortgage origination 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, 2013 and 2012 was as follows (dollars in thousands):

Business Segments


	Community Banking		Mortgage		Total
Six months ended June 30, 2013
Net interest income	$	7,878	$	—	$	7,878
Provision for loan losses		290		—		290

Net interest income after provision for loan losses		7,588		—		7,588
Noninterest income		1,210		659		1,869
Noninterest expenses		6,683		519		7,202

Income before income taxes		2,115		140		2,255
Income tax expense		623		47		670

Net income	$	1,492	$	93	$	1,585

Total assets	$	429,937	$	934	$	430,871


Six months ended June 30, 2012
Net interest income	$	7,702	$	—	$	7,702
Provision for loan losses		1,175		—		1,175

Net interest income after provision for loan losses		6,527		—		6,527
Noninterest income		999		515		1,514
Noninterest expenses		6,407		436		6,843

Income before income taxes		1,119		79		1,198
Income tax expense		325		27		352

Net income	$	794	$	52	$	846

Total assets	$	431,967	$	1,237	$	433,204


	Community Banking		Mortgage		Total
Three months ended June 30, 2013
Net interest income	$	3,957	$	—	$	3,957
Provision for loan losses		55		—		55

Net interest income after provision for loan losses		3,902		—		3,902
Noninterest income		565		340		905
Noninterest expenses		3,405		266		3,671

Income before income taxes		1,062		74		1,136
Income tax expense		314		25		339

Net income	$	748	$	49	$	797

Total assets	$	429,937	$	934	$	430,871


Three months ended June 30, 2012
Net interest income	$	3,836	$	—	$	3,836
Provision for loan losses		425		—		425

Net interest income after provision for loan losses		3,411		—		3,411
Noninterest income		554		289		843
Noninterest expenses		3,318		241		3,559

Income before income taxes		647		48		695
Income tax expense		193		16		209

Net income	$	454	$	32	$	486


Total assets	$	431,967	$	1,237	$	433,204

Note 9 – Loans, allowance for loan losses and OREO

Management has an established methodology used to determine the adequacy of the allowance for loan losses that assesses the risks and losses inherent in the loan portfolio. For purposes of determining the allowance for loan losses, the Bank has segmented certain loans in the portfolio by product type. Within these segments, the Bank has sub-segmented its portfolio by classes within the segments, based on the associated risks within these classes. The classifications set forth below do not correspond directly to the classifications set forth in the call report (Form FFIEC 041). Management has determined that the classifications set forth below are more appropriate for use in identifying and managing risk in the loan portfolio.


Loan Segments:		Loan Classes:
	Commercial		Commercial and industrial loans
	Commercial real estate		Commercial mortgages – owner occupied
			Commercial mortgages – non-owner occupied
			Commercial construction
	Consumer		Consumer unsecured
			Consumer secured
	Residential		Residential mortgages
			Residential consumer construction

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


	As of:
	June 30, 2013		December 31, 2012

Commercial	$	59,623	$	55,084
Commercial real estate		161,495		153,416
Consumer		70,567		70,639
Residential		45,493		46,318


Total loans		337,178		325,457

Less allowance for loan losses		5,475		5,535


Net loans	$	331,703	$	319,922

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.

Note 9 – Loans, allowance for loan losses and OREO (continued)

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.

Note 9 – Loans, allowance for loan losses and OREO (continued)


Financing Receivables on Non-Accrual Status (dollars in thousands)
	As of
	June 30, 2013		December 31, 2012
Commercial	$	1,876	$	2,100
Commercial Real Estate:
Commercial Mortgages-Owner Occupied		1,431		1,431
Commercial Mortgages-Non-Owner Occupied		866		853
Commercial Construction		726		849
Consumer
Consumer Unsecured		—		—
Consumer Secured		—		—
Residential:
Residential Mortgages		115		1,113
Residential Consumer Construction		—		—


Totals	$	5,014	$	6,346

We also classify other real estate owned (OREO) as a nonperforming asset. OREO represents real property owned by the Bank either through purchase at foreclosure or received from the borrower through a deed in lieu of foreclosure. OREO decreased to $1,817,000 on June 30, 2013 from $2,112,000 on December 31, 2012. The following table represents the changes in OREO balance during the six months ended June 30, 2013.


OREO Changes (dollars in thousands)
	Six Months ended June 30, 2013
Balance at the beginning of the year (net)	$	2,112
Transfers from loans		491
Capitalized costs		—
Writedowns		(284	)
Sales proceeds		(493	)
(Loss) on disposition		(9	)

Balance at the end of the period (net)	$	1,817

Note 9 – Loans, allowance for loan losses and OREO (continued)


	Impaired Loans (dollars in thousands)
	For the Six Months Ended June 30, 2013
2013	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With No Related Allowance Recorded:

Commercial	$	1,528	$	1,677	$	—	$	2,029	$	21
Commercial Real Estate
Commercial Mortgages-Owner Occupied		2,781		2,832		—		2,687		57
Commercial Mortgage Non-Owner Occupied		3,290		3,291		—		4,830		81
Commercial Construction		627		627		—		684		18
Consumer
Consumer Unsecured		—		—		—		—		—
Consumer Secured		741		740		—		605		3
Residential
Residential Mortgages		738		776		—		1,438		22
Residential Consumer Construction		—		—		—		—		—

With An Allowance Recorded:

Commercial	$	2,520	$	2,723	$	628	$	1,570	$	38
Commercial Real Estate
Commercial Mortgages-Owner Occupied		1,032		1,353		196		2,352		27
Commercial Mortgage Non-Owner Occupied		768		768		139		804		21
Commercial Construction		726		994		265		775		—
Consumer
Consumer Unsecured		1		1		1		1		—
Consumer Secured		166		166		162		348		6
Residential
Residential Mortgages		1,282		1,282		166		1,149		44
Residential Consumer Construction		—		—		—		—		—

Totals:

Commercial	$	4,048	$	4,400	$	628	$	3,599	$	59
Commercial Real Estate
Commercial Mortgages-Owner Occupied		3,813		4,185		196		5,039		84
Commercial Mortgage Non-Owner Occupied		4,058		4,059		139		5,634		102
Commercial Construction		1,353		1,621		265		1,459		18
Consumer
Consumer Unsecured		1		1		1		1		—
Consumer Secured		907		906		162		953		9
Residential
Residential Mortgages		2,020		2,058		166		2,587		66
Residential Consumer Construction		—		—		—		—		—

	$	16,200	$	17,230	$	1,557	$	19,272	$	338

Note 9 – Loans, allowance for loan losses and OREO (continued)


	Impaired Loans (dollars in thousands)
	For the Year Ended December 31, 2012
2012	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With No Related Allowance Recorded:
Commercial	$	2,530	$	2,683	$	—	$	2,944	$	30
Commercial Real Estate
Commercial Mortgages-Owner Occupied		2,592		2,754		—		2,402		167
Commercial Mortgage Non-Owner Occupied		6,369		6,528		—		5,625		330
Commercial Construction		740		742		—		922		52
Consumer
Consumer Unsecured		—		—		—		—		—
Consumer Secured		469		554		—		381		34
Residential
Residential Mortgages		2,138		2,263		—		1,500		112
Residential Consumer Construction		—		—		—		—		—

With An Allowance Recorded:
Commercial	$	620	$	780	$	373	$	1,794	$	42
Commercial Real Estate
Commercial Mortgages-Owner Occupied		3,671		3,869		525		3,094		226
Commercial Mortgage Non-Owner Occupied		840		842		189		1,715		42
Commercial Construction		823		1,048		94		1,262		2
Consumer
Consumer Unsecured		1		1		1		1		—
Consumer Secured		530		530		195		736		35
Residential
Residential Mortgages		1,015		1,303		160		1,469		42
Residential Consumer Construction		—		—		—		—		—

Totals:
Commercial	$	3,150	$	3,463	$	373	$	4,738	$	72
Commercial Real Estate
Commercial Mortgages-Owner Occupied		6,263		6,623		525		5,496		393
Commercial Mortgage Non-Owner Occupied		7,209		7,370		189		7,340		372
Commercial Construction		1,563		1,790		94		2,184		54
Consumer
Consumer Unsecured		1		1		1		1		—
Consumer Secured		999		1,084		195		1,117		69
Residential
Residential Mortgages		3,153		3,566		160		2,969		154
Residential Consumer Construction		—		—		—		—		—


	$	22,338	$	23,897	$	1,537	$	23,845	$	1,114

Note 9 – Loans, allowance for loan losses and OREO (continued)


	Allowance for Credit Losses and Recorded Investment in Financing Receivables
	(dollars in thousands)
	For the Six Months Ended June 30, 2013
2013	Commercial			Commercial Real Estate			Consumer			Residential			Total

Allowance for Credit Losses:
Beginning Balance	$	987		$	2,849		$	1,057		$	642		$	5,535
Charge-offs		(19	)		(321	)		(89	)		(28	)		(457	)
Recoveries		18			39			50			—			107
Provision		303			10			42			(65	)		290

Ending Balance		1,289			2,577			1,060			549			5,475


Ending Balance: Individually evaluated for impairment	$	628		$	600		$	163		$	166		$	1,557


Ending Balance: Collectively evaluated for impairment		661			1,977			897			383			3,918


Totals:	$	1,289		$	2,577		$	1,060		$	549		$	5,475


Financing Receivables:

Ending Balance: Individually evaluated for impairment		4,048			9,224			908			2,020			16,200


Ending Balance: Collectively evaluated for impairment		55,575			152,271			69,659			43,473			320,978


Totals:	$	59,623		$	161,495		$	70,567		$	45,493		$	337,178

Note 9 – Loans, allowance for loan losses and OREO (continued)


	Allowance for Credit Losses and Recorded Investment in Financing Receivables (dollars in thousands) For the Year Ended December 31, 2012
2012	Commercial			Commercial Real Estate			Consumer			Residential			Total

Allowance for Credit Losses:
Beginning Balance	$	892		$	2,677		$	1,486		$	557		$	5,612
Charge-offs		(739	)		(1,061	)		(697	)		(102	)		(2,599	)
Recoveries		18			129			77			9			233
Provision		816			1,104			191			178			2,289

Ending Balance	$	987		$	2,849		$	1,057		$	642		$	5,535


Ending Balance: Individually evaluated for impairment	$	373		$	808		$	196		$	160		$	1,537


Ending Balance: Collectively evaluated for impairment		614			2,041			861			482			3,998


Totals:	$	987		$	2,849		$	1,057		$	642		$	5,535


Financing Receivables:

Ending Balance: Individually evaluated for impairment	$	3,150		$	15,035		$	1,000		$	3,153		$	22,338


Ending Balance: Collectively evaluated for impairment		51,934			138,381			69,639			43,165			303,119


Totals:	$	55,084		$	153,416		$	70,639		$	46,318		$	325,457

Note 9 – Loans, allowance for loan losses and OREO (continued)


	Age Analysis of Past Due Financing Receivables as of June 30, 2013 (dollars in thousands)
2013	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days & Accruing
Commercial	$	1,808	$	—	$	1,877	$	3,685	$	55,938	$	59,623	$	—

Commercial Real Estate:
Commercial Mortgages-Owner Occupied		780		—		1,431		2,211		59,870		62,081		—
Commercial Mortgages-Non-Owner Occupied		957		402		—		1,359		87,785		89,144		—
Commercial Construction		—		—		726		726		9,544		10,270		—
Consumer:
Consumer Unsecured		2		—		—		2		3,814		3,816		—
Consumer Secured		101		87		—		188		66,563		66,751		—
Residential:
Residential Mortgages		299		115		—		414		39,483		39,897		—
Residential Consumer Construction		—		—		—		—		5,596		5,596		—

Total	$	3,947	$	604	$	4,034	$	8,585	$	328,593	$	337,178	$	—


	Age Analysis of Past Due Financing Receivables as of December 31, 2012 (dollars in thousands)
2012	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days & Accruing
Commercial	$	223	$	14	$	2,100	$	2,337	$	52,747	$	55,084	$	—

Commercial Real Estate:
Commercial Mortgages-Owner Occupied		351		—		168		519		59,412		59,931		—
Commercial Mortgages-Non-Owner Occupied		559		50		853		1,462		82,654		84,116		—
Commercial Construction		547		—		849		1,396		7,973		9,369		—
Consumer:
Consumer Unsecured		2		8		—		10		3,494		3,504		—
Consumer Secured		193		—		—		193		66,942		67,135		—
Residential:
Residential Mortgages		590		68		472		1,130		40,290		41,420		—
Residential Consumer Construction		—		—		—		—		4,898		4,898		—

Total	$	2,465	$	140	$	4,442	$	7,047	$	318,410	$	325,457	$	—

Note 9 – Loans, allowance for loan losses and OREO (continued)


	Credit Loss Disclosures Credit Quality Information - by Class June 30, 2013 (dollars in thousands)
2013	Pass		Monitor		Special Mention		Substandard		Doubtful		Totals
Commercial	$	52,761	$	2,514	$	240	$	4,108	$	—	$	59,623
Commercial Real Estate:
Commercial Mortgages-Owner Occupied		54,184		3,959		100		3,662		176		62,081
Commercial Mortgages-Non Owner Occupied		80,814		2,667		1,256		4,369		38		89,144
Commercial Construction		8,375		542		—		1,353		—		10,270
Consumer
Consumer Unsecured		3,815		—		—		1		—		3,816
Consumer Secured		64,186		1,145		227		1,193		—		66,751
Residential:
Residential Mortgages		36,530		603		373		2,391		—		39,897
Residential Consumer Construction		5,596		—		—		—		—		5,596


Totals	$	306,261	$	11,430	$	2,196	$	17,077	$	214	$	337,178


	Credit Loss Disclosures Credit Quality Information - by Class December 31, 2012 (dollars in thousands)
2012	Pass		Monitor		Special Mention		Substandard		Doubtful		Totals
Commercial	$	49,162	$	1,422	$	1,350	$	3,150	$	—	$	55,084
Commercial Real Estate:
Commercial Mortgages-Owner Occupied		49,717		2,952		1,000		6,262		—		59,931
Commercial Mortgages-Non Owner Occupied		72,120		2,212		2,576		7,208		—		84,116
Commercial Construction		7,806		—		—		1,563		—		9,369
Consumer
Consumer Unsecured		3,503		—		—		1		—		3,504
Consumer Secured		63,948		1,343		867		977		—		67,135
Residential:
Residential Mortgages		37,784		—		483		3,153		—		41,420
Residential Consumer Construction		4,898		—		—		—		—		4,898


Totals	$	288,938	$	7,929	$	6,276	$	22,314	$	—	$	325,457

Note 9 – Loans, allowance for loan losses and OREO (continued)

There were no loan modifications that would have been classified as Troubled Debt Restructurings (TDR) during the three and six months ended June 30, 2013 and 2012.

There were no loan modifications classified as TDRs within the last twelve months that defaulted during the three and six months ended June 30, 2013.

The following table describes TDRs that defaulted within 12 months of the modification during the three and six months ended June 30, 2012.

Note 10 – Subsequent Events

In preparing these financial statements, Financial has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

Note 11 – Recent accounting pronouncements

In December 2011, the FASB issued ASU 2011-11, “Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities.” This ASU requires entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” The amendments in this ASU apply to all entities that have indefinite-lived intangible assets, other than goodwill, reported in their financial statements. The amendments in this ASU provide an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The amendments also enhance the consistency of impairment testing guidance among long-lived asset categories by permitting an entity to assess qualitative factors to determine whether it is necessary to calculate the asset’s fair value when testing an indefinite-lived

Note 11 – Recent accounting pronouncements (continued)

intangible asset for impairment. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In January 2013, the FASB issued ASU 2013-01, “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” The amendments in this ASU clarify the scope for derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements and securities borrowing and securities lending transactions that are either offset or subject to netting arrangements. An entity is required to apply the amendments for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” The amendments in this ASU require an entity to present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income. In addition, the amendments require a cross-reference to other disclosures currently required for other reclassification items to be reclassified directly to net income in their entirety in the same reporting period. Companies should apply these amendments for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. The Company has included the required disclosures from ASU 2013-02 in the consolidated financial statements.

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. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “plan” and similar expressions and variations thereof identify certain of such forward-looking statements which speak only as of the dates on which they were made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Factors that could cause actual results to differ from the results discussed in the forward-looking statements include, but are not limited to: economic conditions (both generally and more specifically in the markets in which we operate); 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 the value of real estate securing loans made by the Bank; changes in interest rates; and material unforeseen changes in the liquidity, results of operations, or financial condition of our customers. Other risks, uncertainties and factors could cause our actual results to differ materially from those projected in any forward-looking statements we make.

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 inherent 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 loan losses is management’s estimate of the losses that may be sustained in our loan portfolio. 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 “Impairment of a Loan”, 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 loan losses are also provided in the SEC Staff Accounting Bulletin No. 102 – “Selected Loan 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”). See “Management Discussion and Analysis Results of Operations – Allowance for Loan Losses and Loan Loss Reserve” below for further discussion of the allowance for loan losses.

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 three 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”), and insurance activities through BOTJ Insurance, Inc., a subsidiary of the Bank, (which we refer to as “Insurance”).

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

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.com.

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 loan losses, as well as the level of its non-interest income, including loan fees and service charges, and its non-interest 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 the Region 2000 area, providing additional services to its customers, and controlling costs.

The Bank now services its banking customers through the following nine full service branch locations in the Region 2000 area.

•

The main office located at 828 Main Street in Lynchburg (opened October 2004) (the “Main Street Office”),

•

A branch located at 615 Church Street in Lynchburg (opened July 1999) (the “Church Street Branch”),

•

A branch located at 5204 Fort Avenue in Lynchburg (opened November 2000) (the “Fort Avenue Branch”),

•

A branch located on South Amherst Highway in Amherst County (opened June 2002) (the “Madison Heights Branch”),

•

A branch located at 17000 Forest Road in Forest (opened February 2005) (the “Forest Branch”),

•

A branch located at 4935 Boonsboro Road, Suites C and D in Lynchburg (opened April 2006) (the “Boonsboro Branch”),

•

A branch located at 164 South Main Street, Amherst, Virginia (opened January 2007) (the “Amherst Branch”),

•

A branch located at 1405 Ole Dominion Boulevard in the Town of Bedford, Virginia, located off of Independence Boulevard (opened October 2008) (the “Bedford Branch”), and

•

A branch located at 1110 Main Street, Altavista, Virginia (relocated from temporary branch in June 2009) (the “Altavista Branch”).

The Bank also has opened a limited-service branch located in the Westminster-Canterbury facilities located at 501 VES Road, Lynchburg, Virginia 24503.

In addition, the Bank, through its Mortgage division, originates residential mortgage loans through two offices—one located at the Forest Branch and the other located at 1152 Hendricks Store Road, Moneta, Virginia.

The Investment division operates primarily out of its office located at the Church Street Branch.

The Bank continuously evaluates areas located within Region 2000 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 anticipates opening 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.

Timberlake Road Area, Campbell County (Lynchburg), Virginia. As previously disclosed, the Bank has purchased certain real property located at the intersection of Turnpike and Timberlake Roads, Campbell County, Virginia. The Bank does not anticipate opening a branch at this location prior to 2014. The Bank has determined that the existing structure is not suitable for use as a bank branch.

Rustburg, Virginia. In March, 2011 the Bank purchased certain real property near the intersection of Routes 501 and 24 in Rustburg, Virginia. The structure on the property is being demolished and removed. The Bank does not anticipate opening a branch at this location prior to 2014.

Appomattox, Virginia. In July, 2013 the Bank purchased certain real property located near the intersection of Confederate Boulevard and Moses Avenue for future branch expansion. The Bank has not determined when it will open a branch at this location.

The Bank estimates that the cost of improvements, furniture, fixtures, and equipment necessary to upfit the property will be between $900,000 and $1,500,000 per location.

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.

Except as set forth herein, the Bank does not expect to purchase any significant property or equipment in the upcoming 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, 2013 (in thousands)
Commitments to extend credit	$	62,229
Letters of Credit		2,230

Total	$	64,459

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.

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. Collateral is required in instances that the Bank deems necessary.

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, 2013 and December 31, 2012 and the results of operations of Financial for the three and six month periods ended June 30, 2013 and 2012. 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, 2013 as Compared to December 31, 2012

Total assets were $430,871,000 on June 30, 2013 compared with $441,381,000 at December 31, 2012, a decrease of 2.38%. Total assets as of December 31, 2012 temporarily increased because of several deposits to professional settlement accounts related to end-of-the-year real estate and business closings. The decrease as of June 30, 2013 reflects the expected disbursements from these accounts, which reflects the primary reason for the decrease. This led to a decrease in deposits and a corresponding decrease in Federal Funds sold. The Bank also had a slight decrease in its securities portfolio.

Total deposits decreased from $399,015,000 as of December 31, 2012 to $388,788,000 on June 30, 2013, a decrease of 2.56%. Total deposits decreased for the reasons set forth in the prior paragraph.

Total loans, excluding loans held for sale, increased to $337,178,000 on June 30, 2013 from $325,457,000 on December 31, 2012. Loans, net of unearned income and allowance, increased to $331,703,000 on June 30, 2013 from $319,922,000 on December 31, 2012, an increase of 3.68%. 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, 2013					December 31, 2012
	Amount		Percentage			Amount		Percentage
Commercial	$	59,623		17.69	%	$	55,084		16.93	%
Commercial Real Estate		161,495		47.89	%		153,416		47.13	%
Consumer		70,567		20.92	%		70,639		21.71	%
Residential		45,493		13.50	%		46,318		14.23	%

Total loans	$	337,178		100.00	%	$	325,457		100.00	%

Total nonperforming assets, which consist of non-accrual loans, loans past due 90 days or more and still accruing, and other real estate owned (“OREO”) decreased to $6,831,000 on June 30, 2013 from

$8,458,000 on December 31, 2012. This decrease was due to a decrease in both non-accrual (or nonperforming) loans and a slight decrease in OREO. Non-accrual loans decreased 20.99% to $5,014,000 on June 30, 2013 from $6,346,000 on December 31, 2012. As discussed in more detail below under “Results of Operations—Allowance for Loan Losses”, management has provided for the anticipated losses on these loans in the loan loss reserve. If interest on non-accrual loans had been accrued, such interest on a cumulative basis would have approximated $1,067,000 and $862,000 as of June 30, 2013 and December 31, 2012, respectively. 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. These loans were included in the non-performing loan totals listed above.

OREO represents real property acquired by the Bank for debts previously contracted, including through foreclosure, deeds in lieu of foreclosure or repossession. On December 31, 2012, the Bank was carrying 17 OREO properties on its books at a value of $2,112,000. During the six months ended June 30, 2013, the Bank acquired 9 additional OREO properties and disposed of 5 OREO properties, and as of June 30, 2013 the Bank is carrying 21 OREO properties at a value of $1,817,000. The OREO properties are available for sale and are being actively marketed on the Bank’s website and through other means.

The Bank had loans in the amount of $567,000 at June 30, 2013 classified as performing Troubled Debt Restructurings (“TDRs”) as compared to $572,000 at December 31, 2012. None of these TDRs were included in non-accrual loans. These loans have had their original terms modified to facilitate payment by the borrower. The loans have been classified as TDRs primarily due to a change to interest only payments and the maturity of these modified loans is primarily less than one year.

Cash and cash equivalents decreased to $25,467,000 on June 30, 2013 from $40,998,000 on December 31, 2012. Cash and cash equivalents consist of cash due from correspondents, cash in vault, and overnight investments (including federal funds sold). This decrease is in large part due to the decrease in Federal funds sold resulting from the decrease in deposits as explained above. Cash and cash equivalents can vary due to routine fluctuations in deposits, including fluctuations in transactional accounts and professional settlement accounts, both of which are subject to fluctuations.

Securities held-to-maturity decreased to $3,063,000 on June 30, 2013 from $3,075,000 on December 31, 2012. Securities available-for-sale decreased to $43,022,000 on June 30, 2013, from $50,294,000 December 31, 2012. During the six months ended June 30, 2013 the Bank received $2,113,000 in proceeds from maturities and/or calls of securities available-for-sale and $19,446,000 in proceeds from the sale of securities available-for-sale. The Bank purchased $17,314,000 in securities available-for sale during the same period. The decrease from December 31, 2012 in securities available-for-sale was primarily due to the liquidation of securities in anticipation of funding loan growth.

Financial’s investment in Federal Home Loan Bank of Atlanta (FHLBA) stock totaled $620,000 at June 30, 2013 and $730,000 at December 31, 2012, a decrease of $110,000. 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, 2013, Financial, on a consolidated basis, had liquid assets of $68,489,000 in the form of cash, interest-bearing and noninterest-bearing deposits with banks, federal funds sold and available-for-sale investments. Management believes that liquid assets were adequate at June 30, 2013. Management

anticipates that additional liquidity will be provided by the growth in deposit accounts and loan repayments at the Bank. In addition, the Bank has the ability to purchase federal funds on the open market and borrow from the Federal Reserve Bank’s discount window, if necessary.

Financial has $12,000,000 categorized as “Other borrowings” which consists of the following: i) $2,000,000, on which the Bank pays a fixed rate of 3.785%, from a Federal Home Loan Bank Advance that matures in April 2015; and ii) $10,000,000 from the private placement of unregistered debt securities as previously disclosed (the “2012 Notes”). The 2012 Notes bear interest at the rate of 6% per year with interest payable quarterly in arrears. The notes mature on April 1, 2017, but are subject to prepayment in whole or in part on or after April 1, 2013 at Financial’s sole discretion on 30 days written notice to the holders.

Management is not aware of any trends, events or uncertainties that are reasonably likely to have a material negative impact on Financial’s short-term or long-term liquidity.

At June 30, 2013, the Bank had a leverage ratio of 8.88%, a Tier 1 risk-based capital ratio of 11.58% and a total risk-based capital ratio of 12.83%. As of June 30, 2013 and December 31, 2012 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, 2013 and December 31, 2012:

Bank Level Only Capital Ratios


Analysis of Capital (in 000’s)	June 30, 2013		December 31, 2012

Tier 1 capital
Common Stock	$	3,742	$	3,742
Surplus		19,325		19,325
Retained earnings		14,855		13,006

Total Tier 1 capital	$	37,922	$	36,073


Tier 2 capital
Allowance for loan losses	$	4,111	$	4,064

Total Tier 2 capital:	$	4,111	$	4,064

Total risk-based capital	$	42,033	$	40,137


Risk weighted assets	$	327,524	$	323,655
Average total assets	$	427,039	$	428,851


	Actual						Regulatory Benchmarks
	June 30, 2013			December 31, 2012			For Capital Adequacy Purposes			For Well Capitalized Purposes
Capital Ratios:
Tier 1 capital to average total assets		8.88	%		8.41	%		4.00	%		5.00	%
Tier 1 risk-based capital ratio		11.58	%		11.15	%		4.00	%		6.00	%
Total risk-based capital ratio		12.83	%		12.40	%		8.00	%		10.00	%

The above tables set forth the capital position and analysis for the Bank only. Because total assets on a consolidated basis are less than $500,000,000, 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, while remaining “well capitalized,” would be lower than the comparable capital ratios of the Bank because the proceeds from the private placement of the 6% capital notes due on April 1, 2017 do not qualify as equity capital on a consolidated basis.

Results of Operations

Comparison of the Three and Six Months Ended June 30, 2013 and 2012

Earnings Summary

Financial had net income including all operating segments of $797,000 and $1,585,000 for the three and six months ended June 30, 2013 compared to $486,000 and $846,000 for the comparable periods in 2012. The basic and diluted earnings per common share for the three and six months ended June 30, 2013 were $0.24 and $0.47, compared to basic and diluted earnings per share of $0.15 and $0.25 for the three and six months ended June 30, 2012.

The increase in net income was due in large part to a decreased provision to the allowance for loan loss reserve as discussed in more detail below (See “Allowance for Loan Losses”) and a decrease in interest expense. The increase was partially offset by an increase in non-interest expense, which included a write-down in OREO properties in the amount of $284,000.

These operating results represent an annualized return on stockholders’ equity of 10.74% and 10.88% for the three and six months ended June 30, 2013, compared with 7.18% and 6.28% for the same periods in 2012. The Company had an annualized return on average assets for the three and six months ended June 30, 2013 of 0.75% and 0.74% compared with 0.45% and 0.40% for the three and six months ended June 30, 2012.

See “Non-Interest Income” below for mortgage business segment discussion.

Interest Income, Interest Expense, and Net Interest Income

Interest income decreased to $4,567,000 and $9,104,000 for the three and six months ended June 30, 2013 from $4,645,000 and $9,331,000 for the same periods in 2012, decreases of 1.68% and 2.43%, respectively. Interest income decreased primarily because the average rate received on earning assets decreased to 4.66% and 4.67% for the three and six months ended June 30, 2013 as compared with 4.73% and 4.76% for the comparable periods in 2012. The rate on total average earning assets decreased largely because of a decrease in market rates of interest. Although market interest rates recently have increased slightly, management expects that interest rates will remain near historic lows for the remainder of 2013 and may continue to negatively impact our interest income.

Interest expense decreased to $610,000 and $1,226,000 for the three and six months ended June 30, 2013 from $809,000 and $1,629,000 for the same periods in 2012, decreases of 24.60% and 24.74%, respectively. This significant decrease in interest expense resulted in large part from a decrease in the rate paid on balances on deposits. The Bank’s average rate paid on deposits was 0.55% and 0.55% during the three and six month periods ended June 30, 2013 as compared to 0.74% and 0.76% for the same periods in 2012. This resulted from management’s efforts to minimize the Bank’s interest expense and maximize its net interest margin.

The fundamental source of the Bank’s 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, 2013 was $3,957,000 and $7,878,000 compared with $3,836,000 and $7,702,000 for the same periods in 2012. The increase in net interest income for the three and six months ended June 30, 2013 as compared with the comparable periods in 2012 was due to a decrease in the rate paid on average interest-bearing liabilities as compared to 2012. The net interest margin was 4.10% for the both three and six months ended June 30, 2013, up from 3.91% and 3.95% for the same periods a year ago.

Financial’s net interest margin analysis and average balance sheets are shown in Schedule I on page 44.

Non-Interest Income

Non-interest income is comprised primarily of fees and charges on transactional deposit accounts, mortgage loan origination fees, commissions on sales of investments and the Bank’s ownership interest in a title insurance agency. Non-interest income exclusive of gains on sales of securities increased to $770,000 and $1,475,000 for the three and six months ended June 30, 2013 from $714,000 and $1,344,000 for the three and six months ended June 30, 2013. This increase for the three and six months ended June 30, 2013 as compared to the same periods last year was due primarily to increases in mortgage origination fees and service charges, fees, and commissions. Gain on sales of securities increased to $135,000 and $394,000 for the three and six months ended June 30, 2013 from $129,000 and $170,000 for the comparable periods in 2012.

The Bank, through the Mortgage division, originates both conforming and non-conforming consumer residential mortgage loans in the Region 2000 area. 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 no credit or interest rate risk on these mortgages.

Despite the recent increase in rates, management anticipates that residential mortgage rates will remain near the current historic lows for the remainder of 2013. Management expects that low rates and government-assisted programs such as Home Affordable Refinance Program (HARP) coupled with the Mortgage division’s reputation in Region 2000 will allow us to maintain revenue at the Mortgage division. Because many people able to refinance mortgages have already done so, management expects refinancing activity to decrease. As a result of the rising interest rates, management expects that loans for home purchases (as opposed to refinances) will constitute the majority of mortgage originations.

Revenue from mortgage origination fees increased in the three and six month periods ended June 30, 2013 as compared to the same periods for 2012. Management believes that regulatory pressure may result in a decreased number of competitors to the Mortgage division and this could result in an increase in market share.

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 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 in 2013.

In the third quarter of 2008, we began providing insurance and annuity products to Bank customers and others, through the Bank’s Insurance subsidiary. The Bank has one full-time and one part-time employee that are dedicated to selling 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 in 2013.

Non-Interest Expense

Non-interest expense for the three and six months ended June 30, 2013 increased to $3,671,000 and $7,202,000, or 3.15% and 5.25%, from $3,559,000 and $6,843,000 for the comparable periods in 2012. This increase in non-interest expense from the comparable period in 2012 can be attributed in large part to an increase in compensation expense, discussed in more detail in the following paragraph, and professional data and outside expenses. Other real estate expenses consist primarily of insurance, maintenance, real estate taxes, and other expenses related to property ownership.

Total personnel expense was $1,726,000 and $3,502,000 for the three and six month periods ended June 30, 2013 as compared to $1,546,000 and $3,049,000 for the same periods in 2012. Compensation for some employees of the Mortgage division and the Investment division is commission-based and therefore subject to fluctuation.

Allowance for Loan Losses

The allowance for loan losses represents an amount that, in our judgment, will be adequate to absorb any losses on existing loans that may become uncollectible. The provision for loan losses increases the allowance, and loans charged off, net of recoveries, reduce the allowance. The provision to the allowance for loan losses is charged to earnings to bring the total allowance to a level deemed appropriate by management and is based upon many factors, including calculations of specific impairment of certain loans, general economic conditions, actual and expected credit losses, loan performance measures, historical trends and specific conditions of the individual borrower. Based on the application of the loan loss calculation, the Bank provided $55,000 and $290,000 to the allowance for loan loss for the three and six months ended June 30, 2013 compared to provisions of $425,000 and $1,175,000 for the comparable period in 2012, representing decreases of 87.06% and 75.32%, respectively.

The decrease in the loan loss provision for the three months ended June 30, 2013 as compared to the same periods in 2012 was due to the following factors:

•

The Bank’s asset quality has improved as problem assets, including certain commercial loans and residential speculative housing construction loans have decreased as the collateral for those loans has been liquidated or the loans have been paid off. Management’s evaluation of these asset classes resulted in the decreased provision in the quarter ended June 30, 2013.

•

In light of the current economic environment, management continues its ongoing assessment of specific impairment in the Bank’s loan portfolio. The analysis resulted in a decrease in the provision for the quarter ended June 30, 2013 as compared to the same quarter in 2012.

•

General reserves related to consumer loans collectively evaluated for impairment have also increased, but this increase has been offset by a dramatic decline in charge-offs from $847,000 and $1,231,000 for the three and six month periods ended June 30, 2012 to $271,000 and $457,000 for the comparable periods in 2013.

Management believes that the current allowance for loan loss of $5,475,000 (or 1.62% of total loans) at June 30, 2013, as compared to $5,535,000 (or 1.70% of total loans) as of December 31, 2012, is adequate.

The following tables summarize the allowance activity for the periods indicated:


	Allowance for Credit Losses and Recorded Investment in Financing Receivables
	(dollars in thousands)
	For the Six Months Ended June 30, 2013
2013	Commercial			Commercial Real Estate			Consumer			Residential			Total

Allowance for Credit Losses:
Beginning Balance	$	987		$	2,849		$	1,057		$	642		$	5,535
Charge-offs		(19	)		(321	)		(89	)		(28	)		(457	)
Recoveries		18			39			50			—			107
Provision		303			10			42			(65	)		290

Ending Balance		1,289			2,577			1,060			549			5,475

Ending Balance: Individually evaluated for impairment	$	628		$	600		$	163		$	166		$	1,557


Ending Balance: Collectively evaluated for impairment		661			1,977			897			383			3,918


Totals:	$	1,289		$	2,577		$	1,060		$	549		$	5,475


Financing Receivables:

Ending Balance: Individually evaluated for impairment		4,048			9,224			908			2,020			16,200


Ending Balance: Collectively evaluated for impairment		55,575			152,271			69,659			43,473			320,978


Totals:	$	59,623		$	161,495		$	70,567		$	45,493		$	337,178


	Allowance for Credit Losses and Recorded Investment in Financing Receivables
	(dollars in thousands)
	For the Year Ended December 31, 2012
2012	Commercial			Commercial Real Estate			Consumer			Residential			Total

Allowance for Credit Losses:
Beginning Balance	$	892		$	2,677		$	1,486		$	557		$	5,612
Charge-offs		(739	)		(1,061	)		(697	)		(102	)		(2,599	)
Recoveries		18			129			77			9			233
Provision		816			1,104			191			178			2,289

Ending Balance		987			2,849			1,057			642			5,535

Ending Balance: Individually evaluated for impairment	$	373		$	808		$	196		$	160		$	1,537


Ending Balance: Collectively evaluated for impairment		614			2,041			861			482			3,998


Totals:	$	987		$	2,849		$	1,057		$	642		$	5,535


Financing Receivables:

Ending Balance: Individually evaluated for impairment		3,150			15,035			1,000			3,153			22,338


Ending Balance: Collectively evaluated for impairment		51,934			138,381			69,639			43,165			303,119


Totals:	$	55,084		$	153,416		$	70,639		$	46,318		$	325,457

The following sets forth the reconciliation of the allowance for loan loss:


	Three months ended June 30,						Six months ended June 30,
	(in thousands)						(in thousands)
	2013			2012			2013			2012

Balance, beginning of period	$	5,606		$	6,006		$	5,535		$	5,612
Provision for loan losses		55			425			290			1,175
Loans charged off		(271	)		(847	)		(457	)		(1,231	)
Recoveries of loans charged off		85			109			107			137

Net charge offs		(186	)		(738	)		(350	)		(1,094	)

Balance, end of period	$	5,475		$	5,693		$	5,475		$	5,693

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

•

The decrease in the balance in the allowance for loan loss reserve as of June 30, 2013 as compared to December 31, 2012 resulted from provisions being lower than the net charge-offs during the first six months of 2013. Charge-offs realized during the first six months of 2013 had been provided for in the reserve in previous fiscal years. The loan loss reserve is determined as discussed above.

Net charge offs decreased to $186,000 and $350,000 for the three and six months ended June 30, 2013 from $738,000 and $1,094,000 for the same periods in 2012. Charged off loans, which are loans that management deems uncollectible, are written against the loan loss reserve and constitute a realized loss. While a charged off loan may subsequently be collected, such recoveries generally are realized over an extended period of time.

Income Taxes

For the three and months ended June 30, 2013, Financial had an income tax expense of $339,000 and $670,000, respectively, as compared to $209,000 and $352,000 for the three and six months ended June 30, 2013. This represents an effective tax rate of 29.84% and 29.71% for the for the three and six month periods ended June 30, 2013 and 30.07% and 29.38% for the three and six month periods ended June 30, 2012.

Legislation

Expiration of the FDIC’s Transaction Account Guarantee Program (“TAG”). Temporary unlimited deposit insurance coverage for noninterest-bearing transaction accounts under the Dodd-Frank Act expired on December 31, 2012. TAG, which was originally part of the Temporary Liquidity Guarantee Program of 2008, added unlimited insurance coverage to noninterest bearing accounts, regardless of balance. This temporary unlimited coverage was in addition to, and separate from, the general FDIC deposit insurance coverage of up to $250,000 available to depositors. Depending on the perceptions by depositors of the safety and soundness of banking institutions, the termination of the TAG program could result in deposit disintermediation in individual banks and in the banking industry as a whole. As of the date hereof, we have not experienced any material disintermediation.

Schedule I

Net Interest Margin Analysis

Average Balance Sheets

For the Quarter Ended June 30, 2013 and 2012


	2013								2012
	Average Balance Sheet			Interest Income/ Expense		Average Rates Earned/ Paid			Average Balance Sheet			Interest Income/ Expense		Average Rates Earned/ Paid
ASSETS
Loans, including fees (1) (2)	$	332,227		$	4,191		5.06	%	$	320,588		$	4,170		5.22	%
Loans held for sale		915			8		3.51	%		878			8		3.65	%
Federal funds sold		7,052			8		0.46	%		10,497			6		0.23	%
Securities (3)		48,426			367		3.04	%		59,741			432		2.90	%
Federal agency equities		1,312			25		7.64	%		1,829			29		6.36	%
CBB equity		116			—		—			116			—		—


Total earning assets		390,048			4,599		4.73	%		393,649			4,645		4.73	%


Allowance for loan losses		(5,555	)							(5,901	)
Non-earning assets		44,453								44,499


Total assets	$	428,946							$	432,247


LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Demand interest bearing	$	90,948		$	52		0.23	%	$	81,765		$	65		0.32	%
Savings		135,132			72		0.21	%		153,241			144		0.38	%
Time deposits		94,664			317		1.34	%		92,196			392		1.71	%


Total interest bearing deposits		320,744			441		0.55	%		327,202			601		0.74	%

Other borrowed funds
Repurchase agreements		—			—		—			28			—		—
Other borrowings		2,000			19		3.81	%		10,000			75		3.01	%
Capital Notes		10,000			150		6.00	%		8,865			133		6.00	%

Total interest-bearing liabilities		332,744			610		0.74	%		346,095			809		0.94	%


Non-interest bearing deposits		66,034								57,593
Other liabilities		412								1,393


Total liabilities		399,190								405,081

Stockholders’ equity		29,756								27,166


Total liabilities and Stockholders’ equity	$	428,946							$	432,247


Net interest income				$	3,989							$	3,836


Net interest margin							4.10	%							3.91	%


Interest spread							3.99	%							3.79	%

(1)	Net 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.

Net Interest Margin Analysis

Average Balance Sheets

For the Six Months Ended June 30, 2013 and 2012


	2013								2012
	Average Balance Sheet			Interest Income/ Expense		Average Rates Earned/ Paid			Average Balance Sheet			Interest Income/ Expense		Average Rates Earned/ Paid
ASSETS
Loans, including fees (1) (2)	$	329,624		$	8,345		5.08	%	$	321,295		$	8,388		5.24	%
Loans held for sale		936			17		3.64	%		825			14		3.40	%
Federal funds sold		7,838			15		0.38	%		8,960			11		0.25	%
Securities (3)		50,702			765		3.03	%		60,379			889		2.95	%
Federal agency equities		1,361			30		4.42	%		1,845			29		3.15
CBB equity		116			—		—			116			—		—


Total earning assets		390,577			9,172		4.71	%		393,420			9,331		4.76	%


Allowance for loan losses		(5,558	)							(5,825	)
Non-earning assets		44,211								41,582


Total assets	$	429,230							$	429,177


LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Demand interest bearing	$	90,988		$	105		0.23	%	$	76,051		$	125		0.33	%
Savings		136,219			143		0.21	%		156,318			289		0.37	%
Time deposits		93,845			640		1.37	%		91,549			813		1.78	%


Total interest bearing deposits		321,052			888		0.55	%		323,918			1,227		0.76	%

Other borrowed funds
Fed funds purchased		25			—		—			—			—		—
Repurchase agreements		—			—		—			3,294			15		0.91	%
Other borrowings		2,000			38		3.81	%		10,000			149		2.99	%
Capital Notes		10,000			300		6.00	%		7,950			238		6.00	%

Total interest-bearing liabilities		333,077			1,226		0.74	%		345,162			1,629		0.95	%


Non-interest bearing deposits		66,333								56,197
Other liabilities		431								821


Total liabilities		399,841								402,180

Stockholders’ equity		29,389								26,997


Total liabilities and Stockholders’ equity	$	429,230							$	429,177


Net interest income				$	7,946							$	7,702


Net interest margin							4.10	%							3.95	%


Interest spread							3.97	%							3.81	%

(1)	Net 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.

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) 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, 2013, in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) 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, including any corrective actions with regard to significant deficiencies and material weaknesses.

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

Not applicable

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

Not applicable

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable

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 8, 2013

31.2		Certification of J. Todd Scruggs Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 8, 2013

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 8, 2013

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, 2013, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets (unaudited) as of June 30, 2013 and December 31, 2012; (ii) Consolidated Statements of Income (unaudited) for the Three and Six Months ended June 30, 2013 and 2012; (iii) Consolidated Statements of Comprehensive Income (unaudited) for the Three and Six months ended June 30, 2013 and 2012 (iv) Consolidated Statements of Cash Flows (unaudited) for the Six Months ended June 30, 2013 and 2012 (v) Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the Six Months ended June 30, 2012 and the Six Months Ended June 30, 2013; (vi) Notes to Unaudited Consolidated Financial Statements.*

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

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.


	BANK OF THE JAMES FINANCIAL GROUP, INC.

Date: August 8, 2013	By	/S/ Robert R. Chapman III
		Robert R. Chapman III, President
		(Principal Executive Officer)

Date: August 8, 2013	By	/S/ J. Todd Scruggs
		J. Todd Scruggs, Secretary and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

Index of 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 8, 2013

31.2		Certification of J. Todd Scruggs Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 8, 2013

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 8, 2013

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, 2013, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets (unaudited) as of June 30, 2013 and December 31, 2012; (ii) Consolidated Statements of Income (unaudited) for the Three and Six Months ended June 30, 2013 and 2012; (iii) Consolidated Statements of Comprehensive Income (unaudited) for the Three and Six months ended June 30, 2013 and 2012 (iv) Consolidated Statements of Cash Flows (unaudited) for the Six Months ended June 30, 2013 and 2012 (v) Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the Six Months ended June 30, 2012 and the Six Months Ended June 30, 2013; (vi) Notes to Unaudited Consolidated Financial Statements.*