BANK OF THE JAMES FINANCIAL GROUP INC - Quarter Report: 2020 September (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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 September 30, 2020

BANK OF THE JAMES FINANCIAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Virginia

001-35402

20-0500300

(State or other jurisdiction of

incorporation or organization)

(Commission

file number)

(I.R.S. Employer

Identification No.)


828 Main Street, Lynchburg, VA		24504
(Address of principal executive offices)		(Zip Code)

(434) 846-2000

(Registrant’s telephone number, including area code)

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

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

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, 2.14 per share par value

BOTJ

The NASDAQ Stock Market LLC

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

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

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: 4,339,436 shares of Common Stock, par value $2.14 per share, were outstanding at November 12, 2020.

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			36

Item 3. Quantitative and Qualitative Disclosures About Market Risk			61

Item 4. Controls and Procedures			61

PART II – OTHER INFORMATION			62

Item 1. Legal Proceedings			62

Item 1A. Risk Factors			62

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			62

Item 3. Defaults Upon Senior Securities			63

Item 4. Mine Safety Disclosures			63

Item 5. Other Information			63

Item 6. Exhibits			64

SIGNATURES			64

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) (2020 unaudited)


	September 30,		December 31,
	2020		2019
Assets
Cash and due from banks	$	30,324	$	30,794
Federal funds sold		64,720		8,317

Total cash and cash equivalents		95,044		39,111
Securities held-to-maturity (fair value of $4,283 in 2020 and $3,861 in 2019)		3,675		3,688
Securities available-for-sale, at fair value		75,628		59,655
Restricted stock, at cost		1,551		1,506
Loans, net of allowance for loan losses of $6,966 in 2020 and $4,829 in 2019		616,581		573,274
Loans held for sale		10,232		4,221
Premises and equipment, net		17,074		16,698
Interest receivable		2,558		1,866
Cash value - bank owned life insurance		16,489		13,686
Other real estate owned		1,405		2,339
Income taxes receivable		396		—
Deferred tax asset, net		577		1,177
Other assets		7,919		8,173

Total assets	$	849,129	$	725,394

Liabilities and Stockholders’ Equity
Deposits
Noninterest bearing demand	$	147,039	$	93,936
NOW, money market and savings		450,009		362,821
Time		166,885		192,702

Total deposits		763,933		649,459
Capital notes		10,026		5,000
Income taxes payable		—		124
Interest payable		140		173
Other liabilities		9,248		9,193

Total liabilities	$	783,347	$	663,949

Commitments and Contingencies
Stockholders’ equity
Preferred stock; authorized 1,000,000 shares; none issued and outstanding	$	—	$	—
Common stock $2.14 par value; authorized 10,000,000 shares; issued and outstanding 4,339,436 and 4,357,436 as of September 30, 2020 and December 31, 2019		9,286		9,325
Additional paid-in-capital		30,989		31,225
Retained earnings		23,258		20,900
Accumulated other comprehensive income (loss)		2,249		(5	)

Total stockholders’ equity	$	65,782	$	61,445

Total liabilities and stockholders’ equity	$	849,129	$	725,394

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 Ended				For the Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Interest Income
Loans	$	6,958	$	7,080	$	20,695	$	20,550
Securities
US Government and agency obligations		168		176		506		545
Mortgage backed securities		50		54		164		171
Municipals—taxable		93		77		248		237
Municipals—tax exempt		1		—		1		2
Dividends		15		9		48		60
Other (Corporates)		25		23		71		70
Interest bearing deposits		15		88		85		253
Federal Funds sold		13		89		89		332

Total interest income		7,338		7,596		21,907		22,220

Interest Expense
Deposits
NOW, money market savings		177		414		669		1,082
Time Deposits		844		926		2,702		2,500
Finance leases		29		41		87		41
Capital notes		85		50		192		150

Total interest expense		1,135		1,431		3,650		3,773

Net interest income		6,203		6,165		18,257		18,447
Provision for loan losses		700		108		2,348		434

Net interest income after provision for loan losses		5,503		6,057		15,909		18,013

Noninterest income
Gain on sales of loans held for sale		2,459		1,337		5,586		3,103
Service charges, fees and commissions		498		448		1,500		1,348
Life insurance income		102		81		290		248
Other		5		4		19		49
Gain on sales and calls of securities, net		—		291		644		291

Total noninterest income		3,064		2,161		8,039		5,039

Noninterest expenses
Salaries and employee benefits		3,713		3,356		11,040		9,437
Occupancy		419		414		1,237		1,252
Equipment		560		527		1,738		1,521
Supplies		120		163		353		467
Professional, data processing, and other outside expense		990		887		2,884		2,561
Marketing		185		228		500		649
Credit expense		359		195		831		478
Other real estate expenses		15		200		135		340
FDIC insurance expense		76		87		220		275
Other		307		316		938		967

Total noninterest expenses		6,744		6,373		19,876		17,947

Income before income taxes		1,823		1,845		4,072		5,105
Income tax expense		369		371		802		1,020

Net Income	$	1,454	$	1,474	$	3,270	$	4,085

Weighted average shares outstanding - basic		4,339,436		4,378,436		4,342,294		4,378,436

Weighted average shares outstanding - diluted		4,339,436		4,385,331		4,342,294		4,383,128

Earnings per common share - basic	$	0.34	$	0.34	$	0.75	$	0.93

Earnings per common share - diluted	$	0.34	$	0.34	$	0.75	$	0.93

See accompanying notes to these consolidated financial statements

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(dollar amounts in thousands) (unaudited)


	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2020			2019			2020			2019
Net Income	$	1,454		$	1,474		$	3,270		$	4,085

Other comprehensive income:
Unrealized gains on securities available-for-sale		213			990			3,498			3,481
Tax effect		(45	)		(208	)		(735	)		(731	)
Reclassification adjustment for gains included in net income (1)		—			(291	)		(644	)		(291	)
Tax effect (2)		—			61			135			61

Other comprehensive income, net of tax		168			552			2,254			2,520

Comprehensive income	$	1,622		$	2,026		$	5,524		$	6,605

(1)	Gains are included in “gain on sales and calls of available-for-sale securities, net” on the consolidated statements of income.

(2)	The tax effect on these reclassifications is reflected in “income tax expense” on the consolidated statements of income.

See accompanying notes to these consolidated financial statements

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2020 and 2019

(dollar amounts in thousands) (unaudited)


	For the Nine Months Ended September 30,
	2020			2019
Cash flows from operating activities
Net Income	$	3,270		$	4,085
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		1,511			983
Stock based compensation expense		88			80
Net amortization and accretion of premiums and discounts on securities		299			298
(Gain) on sales of available-for-sale securities		(644	)		(291	)
(Gain) on sales of loans held for sale		(5,586	)		(3,103	)
Proceeds from sales of loans held for sale		208,405			114,119
Origination of loans held for sale		(208,830	)		(114,976	)
Provision for loan losses		2,348			434
(Gain) loss on sale of other real estate owned		(29	)		13
Impairment of other real estate owned		137			286
(Increase) in cash value of life insurance		(290	)		(248	)
(Increase) in interest receivable		(692	)		(13	)
(Increase) decrease in other assets		(518	)		234
(Decrease) increase in income taxes payable		(520	)		1,019
(Decrease) increase in interest payable		(33	)		40
Increase (decrease) in other liabilities		211			(1	)

Net cash (used in) provided by operating activities	$	(873	)	$	2,959

Cash flows from investing activities
Purchases of securities available-for-sale	$	(34,702	)	$	(6,369	)
Proceeds from maturities, calls and paydowns of securities available-for-sale		8,629			1,462
Proceeds from sale of securities available-for-sale		13,312			6,427
Purchases of bank owned life insurance		(2,750	)		—
Life insurance proceeds		588			—
(Purchase) of Federal Home Loan Bank stock		(45	)		(44	)
Proceeds from sale of other real estate owned		844			349
Origination of loans, net of principal collected		(45,673	)		(21,883	)
Purchases of premises and equipment		(1,466	)		(3,890	)

Net cash (used in) investing activities	$	(61,263	)	$	(23,948	)

Cash flows from financing activities
Net increase in deposits	$	114,474		$	20,990
Principal payments on finance lease obligations		(244	)		(81	)
Repurchases of common stock		(275	)		—
Dividends paid to common stockholders		(912	)		(789	)
Proceeds from sale of 3.25% capital notes due 6/30/2025		10,026			—
Retirement of 4% capital notes due 1/24/2022		(5,000	)		—

Net cash provided by financing activities	$	118,069		$	20,120

Increase (decrease) in cash and cash equivalents		55,933			(869	)
Cash and cash equivalents at beginning of period	$	39,111		$	50,325

Cash and cash equivalents at end of period	$	95,044		$	49,456

Non cash transactions
Transfer of loans to other real estate owned	$	18		$	460
Fair value adjustment for securities available-for-sale		2,854			3,190
Lease liabilities arising from right-of-use assets		—			6,373
Cash transactions
Cash paid for interest	$	3,683		$	3,733
Cash paid for income taxes		985			—

See accompanying notes to these consolidated financial statements

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Nine Months Ended September 30, 2020 and 2019

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


										Accumulated
					Additional					Other
	Shares		Common		Paid-in		Retained			Comprehensive
	Outstanding		Stock		Capital		Earnings			Income (Loss)			Total
Balance at December 31, 2018		4,378,436	$	9,370	$	31,495	$	16,521		$	(2,243	)	$	55,143

Net Income		—		—		—		1,234			—			1,234
Dividends paid on common stock ($0.06 per share)		—		—		—		(263	)		—			(263	)
Other comprehensive income		—		—		—		—			1,036			1,036

Balance at March 31, 2019		4,378,436	$	9,370	$	31,495	$	17,492		$	(1,207	)	$	57,150

Net Income		—		—		—		1,377			—			1,377
Dividends paid on common stock ($0.06 per share)		—		—		—		(263	)		—			(263	)
Other comprehensive income		—		—		—		—			932			932

Balance at June 30, 2019		4,378,436	$	9,370	$	31,495	$	18,606		$	(275	)	$	59,196

Net Income		—		—		—		1,474			—			1,474
Dividends paid on common stock ($0.06 per share)		—		—		—		(263	)					(263	)
Other comprehensive income		—		—		—		—			552			552

Balance at September 30, 2019		4,378,436	$	9,370	$	31,495	$	19,817		$	277		$	60,959

See accompanying notes to these consolidated financial statements


													Accumulated
							Additional						Other
	Shares			Common			Paid-in			Retained			Comprehensive
	Outstanding			Stock			Capital			Earnings			Income (Loss)			Total
Balance at December 31, 2019		4,357,436		$	9,325		$	31,225		$	20,900		$	(5	)	$	61,445

Net Income		—			—			—			995			—			995
Dividends paid on common stock ($0.07 per share)		—			—			—			(304	)		—			(304	)
Repurchase of common stock		(18,000	)		(39	)		(236	)		—			—			(275	)
Other comprehensive income		—			—			—			—			1,467			1,467

Balance at March 31, 2020		4,339,436		$	9,286		$	30,989		$	21,591		$	1,462		$	63,328

Net Income		—			—			—			821			—			821
Dividends paid on common stock ($0.07 per share)		—			—			—			(303	)		—			(303	)
Other comprehensive income		—			—			—			—			619			619

Balance at June 30, 2020		4,339,436		$	9,286		$	30,989		$	22,109		$	2,081		$	64,465

Net Income		—			—			—			1,454			—			1,454
Dividends paid on common stock ($0.07 per share)		—			—			—			(305	)		—			(305	)
Other comprehensive income		—			—			—			—			168			168

Balance at September 30, 2020		4,339,436		$	9,286		$	30,989		$	23,258		$	2,249		$	65,782

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 September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019 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, 2019. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the year ended December 31, 2019 included in Financial’s Annual Report on Form 10-K. Results for the three and nine month periods ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

Certain immaterial reclassifications have been made to prior period balances to conform to the current period presentation.

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. Recently, the Company has expanded into Charlottesville, Roanoke, Blacksburg, Harrisonburg, Lexington, and Rustburg.

Financial’s critical accounting policies include the evaluation of the allowance for loan losses which is based on management’s estimate of an amount that is adequate to absorb probable losses inherent in the 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 losses based on available information including the composition of the loan portfolio, historical loan losses, 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 policy with respect to the methodology for determining the allowance for loan losses involves a higher degree of complexity and requires management to make subjective judgments that often require assumptions or estimates about uncertain matters. This critical policy and its assumptions are periodically reviewed with the Board of Directors.

Financial also considers valuation of other real estate owned (OREO) a critical accounting policy. OREO consists of properties acquired through foreclosure or deed in lieu of foreclosure. These properties are carried at fair value less estimated costs to sell at the date of foreclosure. Losses from the acquisition of property in full or partial satisfaction of loans are charged against the allowance for loan losses. Subsequent write-downs, if any, are charged against expense. Gains and losses on the sales of foreclosed properties are included in determining net income in the year of the sale. Operating costs after acquisition are expensed.

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 Common Share (EPS)

The following is a summary of the earnings per share calculation for the three and nine months ended September 30, 2020 and 2019.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Net income	$	1,454,000	$	1,474,000	$	3,270,000	$	4,085,000
Weighted average number of shares		4,339,436		4,378,436		4,342,294		4,378,436
Restricted stock units affect of incremental shares		—		6,895		—		4,692

Weighted average diluted shares		4,339,436		4,385,331		4,342,294		4,383,128

Basic EPS (weighted avg shares)	$	0.34	$	0.34	$	0.75	$	0.93

Diluted EPS (Including incremental shares)	$	0.34	$	0.34	$	0.75	$	0.93

In 2020, all restricted stock units (RSUs) were excluded from calculating diluted earnings per share as the Company elected to settle units vesting in 2020 wholly in cash. Going forward, management has adopted a cash settlement policy for all currently outstanding RSUs. Prior to 2020, the presumption was that the shares would be settled in common stock and the RSUs were included in the calculation of diluted EPS. There were no potentially dilutive shares excluded from the 2019 earnings per share calculation because they were anti-dilutive.

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.

Note 4 – Stock Based Compensation (continued)

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

On January 2, 2019, the Company granted its first block of equity compensation under the 2018 Incentive Plan consisting of 24,500 restricted stock units. The recipients of restricted stock units do not receive shares of the Company’s stock immediately, but instead may receive shares, cash in lieu of shares, or a combination thereof upon satisfying the requisite service period specified by the terms and conditions of the grant. Additionally, the recipients of restricted stock units do not enjoy the rights of holder of the Company’s common stock until the units have vested and as such, they do not have voting rights or rights to non-forfeitable dividends. The related compensation expense is based on the grant date fair value of the Company’s stock of $13.00 per share. RSUs vest over 3 years in thirds with the first one-third vesting on January 2, 2020. The value of the first one-third vested portion of the grant was settled with cash payments and no shares were issued.

The total expense recognized for the three months ended September 30, 2020 and 2019, in connection with the restricted stock unit awards was approximately $26,000 and $26,000, respectively. The total expense recognized for the nine months ended September 30, 2020 and 2019, in connection with the restricted stock unit awards was approximately $80,000 and $80,000, respectively. There were no forfeitures during the three and nine month periods ending September 30, 2020.

At September 30, 2020, the unrecognized stock-based compensation expense related to unvested restricted stock units amounted to approximately $133,000. The unrecognized expense will be recognized ratably over the remaining vesting period of 1.25 years. The Company accounts for forfeitures as they occur.

Note 5 – Fair Value Measurements

Determination of Fair Value

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the Fair Value Measurements and Disclosures topic of FASB ASC, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market and in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Note 5 – Fair Value Measurements (continued)

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in the principal or most advantageous market and in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

Fair Value Hierarchy

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

•

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

•

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

•

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

Fair Value on a Recurring Basis

Securities Available-for-Sale

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

Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. Currently, all of the Company’s securities are considered to be Level 2 securities.

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

Note 5 – Fair Value Measurements (continued)

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

Beginning with the third quarter of 2020, the Company recognizes IRLCs at fair value based on the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis while taking into consideration the probability that the rate lock commitments will close. All of the Company’s IRLCs are classified as Level 3. The fair value of interest rate lock commitments was considered immaterial at December 31, 2019.


			Carrying Value at September 30, 2020 (in thousands)
Description	Balance as of September 30, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
US Treasuries	$	2,033	$	—	$	2,033	$	—
US agency obligations		40,929		—		40,929		—
Mortgage-backed securities		8,461		—		8,461		—
Municipals		18,906		—		18,906		—
Corporates		5,299		—		5,299		—

Total available-for-sale securities	$	75,628	$	—	$	75,628	$	—

IRLCs—asset		301		—		—		301

Total assets at fair value	$	75,929	$	—	$	75,628	$	301

IRLCs—liability		5		—		—		5

Total liabilities at fair value	$	5	$	—	$	—	$	5


			Carrying Value at December 31, 2019 (in thousands)
Description	Balance as of December 31, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
US Treasuries	$	1,964	$		$	1,964	$
US agency obligations		32,108		—		32,108		—
Mortgage-backed securities		10,264		—		10,264		—
Municipals		11,222		—		11,222		—
Corporates		4,097		—		4,097		—

Total available-for-sale securities	$	59,655	$	—	$	59,655	$	—

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

Note 5 – Fair Value Measurements (continued)

Quantitative information about Level 3 Fair Value Measurements for September 30, 2020
(dollars in thousands)

Fair
Value

Valuation
Technique(s)

Unobservable Input

Range (Weighted
Average) (1)

Assets

IRLCs - asset

301

Market approach

Range of pull through rate

70% - 100% (85%)

Liabilities

IRLCs - liability

Market approach

Range of pull through rate

70% - 100% (85%)

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

Fair Value on a Non-recurring Basis

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 when due. 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, in situations where the collateral is a house or building in the process of construction, the appraisal is more than 12 months old, management has determined the fair value of the collateral is further impaired below the appraised value, or the appraisal is not based solely on market comparables adjusted for observable inputs, the value is considered Level 3. The 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.

Loans held for sale

Loans held for sale are carried at cost which approximates estimated fair value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during the period ended September 30, 2020. Gains and losses on the sale of loans are recorded within gains on sales of loans held for sale, net on the Consolidated Statements of Income.

Note 5 – Fair Value Measurements (continued)

Other real estate owned

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

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

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

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


			Carrying Value at September 30, 2020
Description	Balance as of September 30, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans*	$	2,399	$	—	$	—	$	2,399
Other real estate owned		1,405		—		—		1,405

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


			Carrying Value at December 31, 2019
Description	Balance as of December 31, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans*	$	1,239	$	—	$	—	$	1,239
Other real estate owned		2,339		—		—		2,339

*	Includes loans charged down 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 September 30, 2020
(dollars in thousands)

Fair
Value

Valuation Technique(s)

Unobservable Input

Range (Weighted
Average) (1)

Assets

Impaired loans

2,399

Discounted appraised value

Selling cost

0% - 10% (8%)

Discount for lack of marketability and age of appraisal

0% - 20% (6%)

OREO

1,405

Discounted appraised value

Selling cost

0% - 10% (6%)

Discount for lack of marketability and age of appraisal

0% - 25% (15%)

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

Quantitative information about Level 3 Fair Value Measurements for December 31, 2019
(dollars in thousands)

Fair
Value

Valuation Technique(s)

Unobservable Input

Range (Weighted
Average) (1)

Assets

Impaired loans

1,239

Discounted appraised value

Selling cost

0% - 10% (8%)

Discount for lack of marketability and age of appraisal

0% - 20% (6%)

OREO

2,339

Discounted appraised value

Selling cost

0% - 10% (6%)

Discount for lack of marketability and age of appraisal

0% - 25% (15%)

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

Financial Instruments

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

Note 5 – Fair Value Measurements (continued)

The estimated fair values, and related carrying or notional amounts, of Financial’s financial instruments and their placement in the fair value hierarchy at September 30, 2020 and December 31, 2019 was as follows (in thousands):


			Fair Value Measurements at September 30, 2020 using
			Quoted Prices in Active Markets for		Significant Other Observable		Significant
	Carrying Amounts		Identical Assets (Level 1)		Inputs (Level 2)		Unobservable Inputs (Level 3)		Balance
Assets
Cash and due from banks	$	30,324	$	30,324	$	—	$	—	$	30,324
Fed funds sold		64,720		64,720		—		—		64,720
Securities
Available-for-sale		75,628		—		75,628		—		75,628
Held-to-maturity		3,675		—		4,283		—		4,283
Restricted stock		1,551				1,551		—		1,551
Loans, net (1)		616,581		—		—		614,896		614,896
Loans held for sale		10,232		—		10,232		—		10,232
Interest receivable		2,558		—		2,558		—		2,558
BOLI		16,489		—		16,489		—		16,489
Derivatives—IRLCs		301		—		—		301		301
Liabilities
Deposits	$	763,933	$	—	$	765,491	$	—	$	765,491
Capital notes		10,026		—		8,949		—		8,949
Interest payable		140		—		140		—		140
Derivatives – IRLCs		5		—		—		5		5


			Fair Value Measurements at December 31, 2019 using
			Quoted Prices in Active Markets for		Significant Other Observable		Significant
	Carrying Amounts		Identical Assets (Level 1)		Inputs (Level 2)		Unobservable Inputs (Level 3)		Balance
Assets
Cash and due from banks	$	30,794	$	30,794	$	—	$	—	$	30,794
Fed funds sold		8,317		8,317				—		8,317
Securities
Available-for-sale		59,655		—		59,655		—		59,655
Held-to-maturity		3,688		—		3,861		—		3,861
Restricted stock		1,506		—		1,506				1,506
Loans, net (1)		573,274		—		—		569,850		569,850
Loans held for sale		4,221		—		4,221		—		4,221
Interest receivable		1,866		—		1,866		—		1,866
BOLI		13,686		—		13,686		—		13,686
Liabilities
Deposits	$	649,459	$	—	$	651,479	$	—	$	651,479
Capital notes		5,000		—		4,795		—		4,795
Interest payable		173		—		173		—		173

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

Note 6 – Securities

The following tables summarize the Bank’s holdings for both securities held-to-maturity and securities available-for-sale as of September 30, 2020 and December 31, 2019 (amounts in thousands):


	September 30, 2020
	Amortized		Gross Unrealized					Fair Value
	Costs		Gains		(Losses)
Held-to-Maturity
US agency obligations	$	3,675	$	608	$	—		$	4,283

Available-for-Sale
US Treasuries		2,000		33		—			2,033
US agency obligations		39,201		1,780		(52	)		40,929
Mortgage-backed securities		8,190		271		—			8,461
Municipals		18,315		627		(36	)		18,906
Corporates		5,074		225		—			5,299

	$	72,780	$	2,936	$	(88	)	$	75,628


	December 31, 2019
	Amortized		Gross Unrealized					Fair Value
	Costs		Gains		(Losses)
Held-to-Maturity
US agency obligations	$	3,688	$	173	$	—		$	3,861

Available-for-Sale
US Treasuries		1,966		—		(2	)		1,964
US agency obligations		32,163		278		(333	)		32,108
Mortgage-backed securities		10,328		42		(106	)		10,264
Municipals		11,118		117		(13	)		11,222
Corporates		4,086		32		(21	)		4,097

	$	59,661	$	469	$	(475	)	$	59,655

Note 6 – Securities (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 September 30, 2020 and December 31, 2019 (amounts in thousands):


	Less than 12 months				More than 12 months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
September 30, 2020	Value		Losses		Value		Losses		Value		Losses
Description of securities
Held-to-maturity
US agency obligations	$	—	$	—	$	—	$	—	$	—	$	—
Available-for-sale
US Treasuries		—		—		—		—		—		—
US agency obligations		8,774		52		—		—		8,774		52
Mortgage-backed securities		—		—		—		—		—		—
Municipals		5,553		36		—		—		5,553		36
Corporates		—		—		—		—		—		—

Total	$	14,327	$	88	$	—	$	—	$	14,327	$	88


	Less than 12 months				More than 12 months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
December 31, 2019	Value		Losses		Value		Losses		Value		Losses
Description of securities
Held-to-maturity
US agency obligations	$	—	$	—	$	—	$	—	$	—	$	—
Available-for-sale
US Treasuries		—		—		1,964		2		1,964		2
US agency obligations		12,395		218		12,048		115		24,443		333
Mortgage-backed securities		—		—		6,609		106		6,609		106
Municipals		—		—		2,736		13		2,736		13
Corporates		—		—		1,042		21		1,042		21

Total	$	12,395	$	218	$	24,399	$	257	$	36,794	$	475

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).

Note 6 – Securities (continued)

At September 30, 2020, the Company did not consider the unrealized losses as other-than-temporary losses due to the nature of the securities involved. As of September 30, 2020, the Bank owned ten securities in an unrealized loss position that were being evaluated for other than temporary impairment. Three of these securities was S&P rated AAA and seven were rated AA. As of September 30, 2020, six of these securities were municipal issues and four were backed by the US government.

Based on the analysis performed by management as mandated by the Bank’s investment policy, management believes the default risk to be minimal. Because management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to change in interest rates and other market conditions, no declines currently are deemed to be other-than-temporary.

Gross gains on sales of available-for-sale securities were $0 and $644 during the three and nine months ended September 30, 2020 as compared to $291 and $291 during the same periods in 2019. There were no gross losses on sales of available-for-sale securities during the three and nine month periods ended September 30, 2020 and 2019. There were no sales of held-to-maturity securities during the three and nine month periods ended September 30, 2020 and 2019.

Note 7 – 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 and other areas within Central Virginia. The mortgage segment provides a variety of mortgage loan products principally within Region 2000. Mortgage loans are originated and sold in the secondary market through purchase commitments from investors with servicing released. Because of the pre-arranged purchase commitments, there is minimal risk to the Company.

Both of the Company’s reportable segments are service based. The mortgage business is a gain on sale 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 nine months ended September 30, 2020 and 2019 was as follows (dollars in thousands):

Note 7 – Business Segments (continued)

Business Segments


	Community Banking		Mortgage		Total
Nine months ended September 30, 2020
Net interest income	$	18,257	$	—	$	18,257
Provision for loan losses		2,348		—		2,348

Net interest income after provision for loan losses		15,909		—		15,909
Noninterest income		2,453		5,586		8,039
Noninterest expenses		16,271		3,605		19,876

Income before income taxes		2,091		1,981		4,072
Income tax expense		386		416		802

Net income	$	1,705	$	1,565	$	3,270

Total assets	$	838,425	$	10,704	$	849,129

Nine months ended September 30, 2019
Net interest income	$	18,447	$	—	$	18,447
Provision for loan losses		434		—		434

Net interest income after provision for loan losses		18,013		—		18,013
Noninterest income		1,936		3,103		5,039
Noninterest expenses		15,700		2,247		17,947

Income before income taxes		4,249		856		5,105
Income tax expense		840		180		1,020

Net income	$	3,409	$	676	$	4,085

Total assets	$	702,215	$	5,899	$	708,114


	Community Banking		Mortgage		Total
Three months ended September 30, 2020
Net interest income	$	6,203	$	—	$	6,203
Provision for loan losses		700		—		700

Net interest income after provision for loan losses		5,503		—		5,503
Noninterest income		605		2,459		3,064
Noninterest expenses		5,322		1,422		6,744

Income before income taxes		786		1,037		1,823
Income tax expense		151		218		369

Net income	$	635	$	819	$	1,454

Total assets	$	838,425	$	10,704	$	849,129

Three months ended September 30, 2019
Net interest income	$	6,165	$	—	$	6,165
Provision for loan losses		108		—		108

Net interest income after provision for loan losses		6,057		—		6,057
Noninterest income		824		1,337		2,161
Noninterest expenses		5,453		920		6,373

Income before income taxes		1,428		417		1,845
Income tax expense		283		88		371

Net income	$	1,145	$	329	$	1,474

Total assets	$	702,215	$	5,899	$	708,114

Note 8 – 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 into classes, based on the associated risks. 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:
	September 30,		December 31,
	2020		2019
Commercial	$	174,823	$	114,257
Commercial real estate		298,526		303,900
Consumer		87,989		89,945
Residential		62,209		70,001

Total loans (1)		623,547		578,103
Less allowance for loan losses		6,966		4,829

Net loans	$	616,581	$	573,274

(1)	Includes net deferred (fees) and costs/premiums of ($1,301) and $572 as of September 30, 2020 and December 31, 2019, respectively.

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 8 – 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.

•

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

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.


Loans on Non-Accrual Status
(dollars in thousands)

	As of
	September 30, 2020		December 31, 2019
Commercial	$	426	$	262
Commercial Real Estate:
Commercial Mortgages-Owner Occupied		1,118		262
Commercial Mortgages-Non-Owner Occupied		408		450
Commercial Construction		—		—
Consumer
Consumer Unsecured		—		—
Consumer Secured		374		47
Residential:
Residential Mortgages		212		280
Residential Consumer Construction		—		—

Totals	$	2,538	$	1,301

We also classify other real estate owned (OREO) as a nonperforming asset. OREO represents real property owned by the Bank which was acquired through purchase at foreclosure or from the borrower through a deed in lieu of foreclosure. OREO decreased to $1,405 on September 30, 2020 from $2,339 on December 31, 2019. The following table represents the changes in OREO balance during the nine months ended September 30, 2020 and year ended December 31, 2019.

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

OREO Changes

(dollars in thousands)


	Nine Months Ended			Year Ended
	September 30, 2020			December 31, 2019
Balance at the beginning of the year (net)	$	2,339		$	2,430
Transfers from loans		18			785
Capitalized costs		—			—
Valuation adjustments		(137	)		(287	)
Sales proceeds		(844	)		(570	)
Gain (loss) on disposition		29			(19	)

Balance at the end of the period (net)	$	1,405		$	2,339

At September 30, 2020 and December 31, 2019, the Company had no consumer mortgage loans secured by residential real estate for which foreclosure was in process. The Company held no residential real estate property in other real estate owned as of September 30, 2020 and four residential real estate properties totaling $325 as of December 31, 2019.

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


	Impaired Loans
	*(dollars in thousands)*
	As of and For the Nine Months Ended September 30, 2020
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
2020	Investment		Balance		Allowance		Investment		Recognized
With No Related Allowance Recorded:
Commercial	$	645	$	1,245	$	—	$	557	$	31
Commercial Real Estate
Commercial Mortgages-Owner Occupied		2,176		2,599		—		2,322		103
Commercial Mortgage Non-Owner Occupied		529		560		—		546		28
Commercial Construction		—		—		—		—		—
Consumer
Consumer Unsecured		—		—		—		—		—
Consumer Secured		265		265		—		186		10
Residential
Residential Mortgages		1,357		1,421		—		1,324		49
Residential Consumer Construction		—		—		—		—		—
With an Allowance Recorded:
Commercial	$	91	$	91	$	9	$	49	$	—
Commercial Real Estate
Commercial Mortgages-Owner Occupied		160		203		10		86		3
Commercial Mortgage Non-Owner Occupied		—		—		—		7		—
Commercial Construction		—		—		—		—		—
Consumer
Consumer Unsecured		—		—		—		—		—
Consumer Secured		238		248		35		119		2
Residential
Residential Mortgages		—		—		—		70		—
Residential Consumer Construction		—		—		—		—		—
Totals:
Commercial	$	736	$	1,336	$	9	$	606	$	31
Commercial Real Estate
Commercial Mortgages-Owner Occupied		2,336		2,802		10		2,408		106
Commercial Mortgage Non-Owner Occupied		529		560		—		553		28
Commercial Construction		—		—		—		—		—
Consumer
Consumer Unsecured		—		—		—		—		—
Consumer Secured		503		513		35		305		12
Residential
Residential Mortgages		1,357		1,421		—		1,394		49
Residential Consumer Construction		—		—		—		—		—

	$	5,461	$	6,632	$	54	$	5,266	$	226

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


	Impaired Loans
	*(dollars in thousands)*
	As of and For the Year Ended December 31, 2019
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
2019	Investment		Balance		Allowance		Investment		Recognized
With No Related Allowance Recorded:
Commercial	$	468	$	1,036	$	—	$	949	$	26
Commercial Real Estate
Commercial Mortgages-Owner Occupied		2,467		2,643		—		2,441		183
Commercial Mortgage Non-Owner Occupied		563		585		—		347		32
Commercial Construction		—		—		—		—		—
Consumer
Consumer Unsecured		—		—		—		—		—
Consumer Secured		107		107		—		98		7
Residential
Residential Mortgages		1,290		1,290		—		1,583		68
Residential Consumer Construction		—		—		—		—		—
With an Allowance Recorded:
Commercial	$	7	$	7	$	7	$	19	$	1
Commercial Real Estate
Commercial Mortgages-Owner Occupied		12		12		12		26		1
Commercial Mortgage Non-Owner Occupied		14		14		3		52		1
Commercial Construction		—		—		—		—		—
Consumer
Consumer Unsecured		—		—		—		1		—
Consumer Secured		—		—		—		53		—
Residential
Residential Mortgages		139		158		33		257		4
Residential Consumer Construction		—		—		—		—		—
Totals:
Commercial	$	475	$	1,043	$	7	$	968	$	27
Commercial Real Estate
Commercial Mortgages-Owner Occupied		2,479		2,655		12		2,467		184
Commercial Mortgage Non-Owner Occupied		577		599		3		399		33
Commercial Construction		—		—		—		—		—
Consumer
Consumer Unsecured		—		—		—		1		—
Consumer Secured		107		107		—		151		7
Residential
Residential Mortgages		1,429		1,448		33		1,840		72
Residential Consumer Construction		—		—		—		—		—

	$	5,067	$	5,852	$	55	$	5,826	$	323

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


	Allowance for Loan Losses and Recorded Investment in Loans
	*(dollars in thousands)*
	As of and For the Nine Months Ended September 30, 2020
				Commercial
2020	Commercial			Real Estate			Consumer			Residential			Total
Allowance for Credit Losses:
Beginning Balance	$	1,330		$	1,932		$	865		$	702		$	4,829
Charge-Offs		(69	)		(217	)		(59	)		(51	)		(396	)
Recoveries		15			137			30			3			185
Provision		935			1,359			20			34			2,348

Ending Balance		2,211			3,211			856			688			6,966
Ending Balance: Individually evaluated for impairment		9			10			35			—			54

Ending Balance: Collectively evaluated for impairment		2,202			3,201			821			688			6,912

Totals:	$	2,211		$	3,211		$	856		$	688		$	6,966

Financing Receivables:
Ending Balance: Individually evaluated for impairment		736			2,865			503			1,357			5,461

Ending Balance: Collectively evaluated for impairment		174,087			295,661			87,486			60,852			618,086

Totals:	$	174,823		$	298,526		$	87,989		$	62,209		$	623,547

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


	Allowance for Loan Losses and Recorded Investment in Loans
	*(dollars in thousands)*
	As of and For the Year Ended December 31, 2019
				Commercial
2019	Commercial			Real Estate			Consumer			Residential			Total
Allowance for Credit Losses:
Beginning Balance	$	1,136		$	1,831		$	956		$	658		$	4,581
Charge-Offs		(106	)		(26	)		(189	)		(42	)		(363	)
Recoveries		35			5			44			4			88
Provision		265			122			54			82			523

Ending Balance		1,330			1,932			865			702			4,829
Ending Balance: Individually evaluated for impairment		7			15			—			33			55

Ending Balance: Collectively evaluated for impairment		1,323			1,917			865			669			4,774

Totals:	$	1,330		$	1,932		$	865		$	702		$	4,829

Financing Receivables:
Ending Balance: Individually evaluated for impairment		475			3,056			107			1,429			5,067

Ending Balance: Collectively evaluated for impairment		113,782			300,844			89,838			68,572			573,036

Totals:	$	114,257		$	303,900		$	89,945		$	70,001		$	578,103

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


	Age Analysis of Past Due Loans as of
	September 30, 2020
	(dollars in thousands)
					Greater								Recorded Investment
	30-59 Days		60-89 Days		than		Total Past				Total		> 90 Days &
2020	Past Due		Past Due		90 Days		Due		Current		Loans		Accruing
Commercial	$	584	$	95	$	223	$	902	$	173,921	$	174,823	$	—
Commercial Real Estate:
Commercial Mortgages- Owner Occupied		405		7		1,013		1,425		101,291		102,716		—
Commercial Mortgages-Non-Owner Occupied		319		188		398		905		173,280		174,185		—
Commercial Construction		—		—		—		—		21,625		21,625		—
Consumer:
Consumer Unsecured		4		—		—		4		3,878		3,882		—
Consumer Secured		120		136		347		603		83,504		84,107		—
Residential:
Residential Mortgages		515		—		212		727		47,776		48,503		—
Residential Consumer Construction		—		—		—		—		13,706		13,706		—

Total	$	1,947	$	426	$	2,193	$	4,566	$	618,981	$	623,547	$	—


	Age Analysis of Past Due Loans as of
	December 31, 2019
	(dollars in thousands)
					Greater								Recorded Investment
	30-59 Days		60-89 Days		than		Total Past				Total		> 90 Days &
2019	Past Due		Past Due		90 Days		Due		Current		Loans		Accruing
Commercial	$	146	$	1,084	$	116	$	1,346	$	112,911	$	114,257	$	—
Commercial Real Estate:
Commercial Mortgages-Owner Occupied		234		192		143		569		104,223		104,792		—
Commercial Mortgages-Non-Owner Occupied		58		9		450		517		181,730		182,247		—
Commercial Construction		—		—		—		—		16,861		16,861		—
Consumer:
Consumer Unsecured		52		3		—		55		6,812		6,867		—
Consumer Secured		316		130		21		467		82,611		83,078		—
Residential:
Residential Mortgages		595		576		280		1,451		53,833		55,284		—
Residential Consumer Construction		492		—		—		492		14,225		14,717		—

Total	$	1,893	$	1,994	$	1,010	$	4,897	$	573,206	$	578,103	$	—

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


	Credit Quality Information - by Class
	September 30, 2020
	(dollars in thousands)
2020	Pass		Monitor		Special Mention		Substandard		Doubtful		Totals
Commercial	$	160,361	$	5,091	$	8,721	$	650	$	—	$	174,823
Commercial Real Estate:
Commercial Mortgages-Owner Occupied		93,045		2,904		4,432		2,335		—		102,716
Commercial Mortgages-Non-Owner Occupied		164,525		7,310		1,689		661		—		174,185
Commercial Construction		21,625		—		—		—		—		21,625
Consumer
Consumer Unsecured		3,850		—		30		2		—		3,882
Consumer Secured		83,404		—		—		703		—		84,107
Residential:
Residential Mortgages		47,036		—		—		1,467		—		48,503
Residential Consumer Construction		13,706		—		—		—		—		13,706

Totals	$	587,552	$	15,305	$	14,872	$	5,818	$	—	$	623,547


	Credit Quality Information - by Class
	December 31, 2019
	(dollars in thousands)
2019	Pass		Monitor		Special Mention		Substandard		Doubtful		Totals
Commercial	$	108,907	$	313	$	4,518	$	519	$	—	$	114,257
Commercial Real Estate:
Commercial Mortgages-Owner Occupied		93,553		446		8,316		2,477		—		104,792
Commercial Mortgages-Non -Owner Occupied		175,471		5,118		994		664		—		182,247
Commercial Construction		16,572		289		—		—		—		16,861
Consumer
Consumer Unsecured		6,867		—		—		—		—		6,867
Consumer Secured		82,860		—		—		218		—		83,078
Residential:
Residential Mortgages		53,714		—		—		1,570		—		55,284
Residential Consumer Construction		14,416		301		—		—		—		14,717

Totals	$	552,360	$	6,467	$	13,828	$	5,448	$	—	$	578,103

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

Troubled Debt Restructurings (TDR)

There were no loan modifications that would have been classified as TDRs during the three and nine months ended September 30, 2020 and 2019.

There were no loan modifications classified as TDRs within the last twelve months that defaulted during the three and nine months ended September 30, 2020 and 2019.

At September 30, 2020 and December 31, 2019, the Bank had no outstanding commitments to disburse additional funds on loans classified as TDRs.

We have developed relief programs to assist borrowers in financial need due to the effects of the COVID-19 pandemic. Accordingly, we offered short-term modifications made in response to COVID-19 to certain borrowers who were current and otherwise not past due. These include short-term, 180 days or less, modifications in the form of payment deferrals, fee waivers, extensions of repayment terms, deferral of principal only (interest only payments), or other delays in payment that are insignificant.

Over the course of the nine months ended September 30, 2020, the Bank modified a total of 184 loans with principal balances totaling $95,258,000. As of September 30, 2020, 9 of the 184 previously modified loans remain in deferment. The principal balance of these 9 loans is $8,944,000, which represents 1.43% of the total loan portfolio.. Of the total deferrals, 4 loans, or $8,089,000, are for deferrals of principal only and 5 loans, or $855,000, are for principal and interest deferment.

If a customer requests a second modification, an extensive evaluation of the circumstances surrounding the need for the request is conducted. Procedurally, a commercial borrower will be required to present financial forecasts, proof of business sustainability, and verification of sources of repayment to the primary loan officer, the Chief Lending Officer, and the Chief Credit Officer before a second deferral is granted. Retail borrowers are also required to submit in writing the reason for the need for a second deferral request before an additional deferral is granted. Relationships whose situations do not warrant a second deferral will most likely be downgraded and subsequently evaluated for specific impairment within the allowance for loan loss. As of September 30, 2020, we are evaluating 4 relationships, totaling approximately $6,000,000, for second deferrals.

In accordance with the March 22, 2020 (revised April 2020) Joint Interagency Regulatory Guidance, the above modifications were not considered to be troubled debt restructurings and were excluded from the TDR discussion above.

Note 9 – Revenue Recognition

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

Service Charges on Deposit Accounts

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

Fees, Exchange, and Other Service Charges

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

Other

Other noninterest income consists of other recurring revenue streams such as commissions from sales of mutual funds and other investments, safety deposit box rental fees, and other miscellaneous revenue streams. Commissions from the sale of mutual funds and other investments are recognized on trade date, which is when the Company has satisfied its performance obligation. The Company also receives periodic service fees (i.e., trailers) from mutual fund companies typically based on a percentage of net asset value. Trailer revenue is recorded over time, usually monthly or quarterly, as net asset value is determined. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation.

Note 10 – Recent accounting pronouncements and other authoritative guidance

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The FASB has issued multiple updates to ASU 2016-13 as codified in Topic 326, including ASU’s 2019-04, 2019-05, 2019-10, 2019-11, 2020-02, and 2020-03. These ASU’s have provided for various minor technical corrections and improvements to the codification as well as other transition matters. Smaller reporting companies who file with the U.S. Securities and Exchange Commission (SEC) and all other entities who do not file with the SEC are required to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company is currently assessing the impact that ASU 2016-13 will have on its consolidated financial statements. The Company has been in discussions with its core processor to coordinate plans for implementation and has contracted with an additional vendor to begin implementation.

Effective November 25, 2019, the SEC adopted Staff Accounting Bulletin (SAB) 119. SAB 119 updated portions of SEC interpretative guidance to align with FASB ASC 326, “Financial Instruments – Credit Losses.” It covers topics including (1) measuring current expected credit losses; (2) development, governance, and documentation of a systematic methodology; (3) documenting the results of a systematic methodology; and (4) validating a systematic methodology.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes.” The ASU is expected to reduce cost and complexity related to the accounting for income taxes by removing specific exceptions to general principles in Topic 740 (eliminating the need for an organization to analyze whether certain exceptions apply in a given period) and improving financial statement preparers’ application of certain income tax-related guidance. This ASU is part of the FASB’s simplification initiative to make narrow-scope simplifications and improvements to accounting standards through a series of short-term projects. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact that ASU 2019-12 will have on its consolidated financial statements.

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help

Note 10 – Recent accounting pronouncements and other authoritative guidance (continued)

stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022 The Company has identified a small number of affected loans and is evaluating other benchmarks to substitute for LIBOR such as SOFR. The Company is assessing ASU 2020-04 and its impact on the Company’s transition away from LIBOR for its loan and other financial instruments. On March 12, 2020, the SEC finalized amendments to its “accelerated filer” and “large accelerated filer” definitions. The amendments increase the threshold criteria for meeting these filer classifications and were effective on April 27, 2020. Any changes in filer status are to be applied beginning with the filer’s first annual report filed with the SEC subsequent to the effective date. The rule change revises the definition of “accelerated filers” to exclude entities with public float of less than $700 million and less than $100 million in annual revenues. The Company expects to continue to meet this expanded category of small reporting company and will remain a non-accelerated filer.

In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable fees and Other Costs.” This ASU clarifies that an entity should reevaluate whether a callable debt security is within the scope of ASC paragraph 310-20-35-33 for each reporting period. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is not permitted. All entities should apply ASU No. 2020-08 on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. The Company does not expect the adoption of ASU 2020-08 to have a material impact on its consolidated financial statements.

In March 2020 (Revised in April 2020), various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation, (“the agencies”) issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by the Coronavirus. The interagency statement was effective immediately and impacted accounting for loan modifications. Under Accounting Standards Codification 310-40, “Receivables – Troubled Debt Restructurings by Creditors,” (“ASC 310-40”), a restructuring of debt constitutes a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers,

Note 10 – Recent accounting pronouncements and other authoritative guidance (continued)

extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. In addition, upon expiration of the initial loan modification period, the Bank, pursuant to the “Joint Statement on Additional Loan Accommodations Related to COVID-19” published August 3, 2020, is encouraged to continue to work with effected borrowers on additional loan modifications. This interagency guidance is expected to continue have a material impact on the Company’s financial statements; however, this impact cannot be quantified at this time.

Note 11 – COVID-19 and Current Economic Conditions

On March 11, 2020, the World Health Organization announced that the COVID-19 outbreak was deemed a pandemic, and on March 13, 2020, the President declared the ongoing COVID-19 pandemic of sufficient magnitude to warrant an emergency declaration. The extent of COVID-19’s effect on the Company’s operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, and when state and local economies will return to operational norms, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. In addition, we rely upon our third-party vendors to conduct business and to process, record and monitor transactions. If any of these vendors are unable to continue to provide us with these services, it could negatively impact our ability to serve our customers. Furthermore, the outbreak could negatively impact our employees and customers’ ability to engage in banking and other financial transactions. We also could be adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects and restrictions of a COVID-19 outbreak in our market areas.

Management will continue to evaluate current economic conditions to determine the impact of the pandemic on the ability of our customers to fulfill their financial obligations to the Company, as well as the values of our financial and nonfinancial assets resulting from the market disruption. Accordingly, significant estimates used in the preparation of our financial statements including those associated with the evaluation of the allowance for loan losses as well as other valuation-based estimates may be subject to significant adjustments in future periods. As the full effects are not yet known, it is not currently possible to ascertain the overall impact of COVID- 19 on the Company’s business. However, as the pandemic continues to evolve into a prolonged worldwide health crisis, the pandemic could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows.

Note 12 – Capital Notes

On April 13, 2020, the Company commenced a private placement of unregistered debt securities (the “2020 Offering”). In the 2020 Offering, the Company sold and closed $10,050,000 in principal of notes (the “2020 Notes”) during the 2^nd and 3^rd quarters of 2020. The 2020 Offering officially ended on July 8, 2020. The 2020 Notes will bear interest at the rate of 3.25% per year with interest payable quarterly in arrears. The 2020 Notes will mature on September 30, 2025 and are subject to full or partial repayment on or after September 30, 2021. The balance of the 2020 Notes on the September 30, 2020 consolidated balance sheet is net of unamortized issuance costs

Note 12 – Capital Notes (continued)

On September 24, 2020 the Bank used $5,000,000 of the proceeds for the payment of principal of the Company’s previously outstanding 4.00% notes that were issued in 2017. The Company intends to use the balance of the proceeds from the 2020 Offering for general corporate purposes in the discretion of Company’s management such as payment of interest on the 2020 Notes and as a contribution of additional capital to the Bank.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

•

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

•

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

•

government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform and the Consumer Protection Act and its related regulations), including changes to address the impact of COVID-19;

•

economic, market, political and competitive forces affecting Financial’s banking and other businesses;

•

competition for our customers from other providers of financial services; government legislation and regulation relating to the banking industry (which changes from time to time and over which we have no control) including but not limited to the Dodd-Frank Wall Street Reform and Consumer Protection Act;

•

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

•

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

•

diversion of management time on pandemic-related issues;

•

adoption of new accounting standards or changes in existing standards;

•

changes to statutes, regulations, or regulatory policies or practices resulting from the COVID-19 pandemic;

•

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

•

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

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

These factors should be considered in evaluating the forward-looking statements, and you should not place undue reliance on such statements. Financial specifically disclaims any obligation to update factors or to publicly announce the results of revisions to any of the forward-looking statements or comments included herein to reflect future events or developments.

IMPACT OF COVID-19

The progression of the COVID-19 pandemic in the United States has had an adverse impact on our financial condition and results of operations as of and for the three and nine months ended September 30, 2020. Management anticipates that the pandemic will have a significant adverse impact on the economy, the banking industry and our Company in future periods.

Effects on Market Areas

The broad suspension of business activities in the Commonwealth is likely to lead to a prolonged increase in the Commonwealth’s and our market areas’ unemployment rate. Because these developments commenced late in the first quarter, and because the public health effects of COVID-19 are generally expected to peak later this year in the communities in which we operate, we believe the economic consequences of the pandemic are difficult to quantify and are expected to continue to worsen.

Policy and Regulatory Developments

Federal, state and local governments and regulatory authorities have enacted and issued a range of policy responses to the COVID-19 pandemic, including the following:

•

The Federal Reserve decreased the range for the Federal Funds Target Rate by 0.50% on March 3, 2020, and by another 1.0% on March 16, 2020, reaching a current range of 0.0 - 0.25%.

•

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, which established a $2.0 trillion economic stimulus package, including cash payments to individuals, supplemental unemployment insurance benefits and a $349 billion loan program administered through the U.S. Small Business Administration (SBA), referred to as the Paycheck Protection Program, or PPP program, which was subsequently increased by $320 billion on April 24, 2020. Under the PPP program, small businesses, sole

proprietorships, independent contractors and self-employed individuals may apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. The Bank participated as a lender in the PPP program. Effective August 8, 2020, banks cannot accept new loan applications under the PPP program. In addition, the CARES Act provides financial institutions the option to temporarily suspend certain requirements under GAAP related to loan modifications and classification as troubled debt restructurings (“TDRs”) for a limited period of time to account for the effects of COVID-19.

•

On April 7, 2020, federal banking regulators issued a revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions, which, among other things, encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19, and stated that institutions generally do not need to categorize COVID-19-related modifications as TDRs, and that the agencies will not direct supervised institutions to automatically categorize all COVID-19 related loan modifications as TDRs. In addition, upon expiration of the initial loan modification period, the Bank, pursuant to the “Joint Statement on Additional Loan Accommodations Related to COVID-19” published August 3, 2020, is encouraged to continue to work with effected borrowers on additional loan modifications. Loan modifications made through September 30, 2020 are disclosed within Note 8 – Loans, allowance for loan losses and OREO.

Effects on Our Business

The COVID-19 pandemic and the specific developments referred to above are expected to have a significant impact on our business. As a result, we anticipate that our financial condition, capital levels and results of operations could be significantly adversely affected, as described in further detail below.

COVID-19 Crisis Management

As an essential service provider, Bank of the James has continued to provide uninterrupted service to its clients throughout the COVID-19 crisis. On March 2, 2020 the Company’s Management Committee initiated plans in response to the emerging risk related to the pandemic.

From the beginning, our management of the crisis has focused on protecting the health and well-being of our employees and clients while continuing to provide our clients with full access to banking services. As the operational risk related to the COVID-19 crisis evolved, the Company took proactive measures to manage operational risk, including the following:

•

The Company has fully implemented its Business Continuity Plan.

•

All branches remain open, with routine banking services offered through online banking, drive-thru, ATMs, and limited lobby access.

•

Implemented a number of actions to support a healthy workforce, including:

•

Flexible work practices such as work-from-home options, working in shifts and placing greater distances between employees;

•

Discontinuation of non-essential business travel and meetings; and

•

Use of online meeting platforms, including successfully conducting the 2020 Annual Meeting of Shareholders in a virtual format.

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.

Financial’s critical accounting policies include the evaluation of the allowance for loan losses which is based on management’s estimate of an amount that is adequate to absorb probable losses inherent in the loan portfolio of the Bank. 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, 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 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”).

The Bank’s policy with respect to the methodology for determining the allowance for loan losses involves a higher degree of complexity and requires management to make subjective judgments that often require assumptions or estimates about uncertain matters. This critical policy and its assumptions are periodically reviewed with the Board of Directors.

See “Management Discussion and Analysis Results of Operations – Allowance for Provision for Loan Losses” 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 division”), investment services through the Bank’s Investment division (which we refer to as “Investment division”), and insurance activities through BOTJ Insurance, Inc., a subsidiary of the Bank, (which we refer to as “Insurance business”). Of these three other business activities, only the Mortgage division is material to the Bank’s results and operations.

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

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

Our operating results depend primarily upon the Bank’s net interest income, which is determined by the difference between (i) interest and dividend income on earning assets, which consist primarily of loans, investment securities and other investments, and (ii) interest expense on interest-bearing liabilities, which consist principally of deposits and other borrowings. The Bank’s net income also is affected by its provision for loan losses, as well as the level of its non-interest income, including gains on sales of loans held for sale 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 our service areas, providing additional services to its customers, and controlling costs.

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

Full-Service Branches

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

Limited Service Branches

•

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

•

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

Loan Production Offices

•

Residential mortgage loan production office located at the Forest Branch,

•

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

•

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

The Investment division and the Insurance business operate primarily out of offices located at the Main Street Office.

In 2019, the Bank recently closed its location formerly located at 615 Church Street, Lynchburg, Virginia and has consolidated its operations into an expanded Main Street Office.

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

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

•

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

•

Real property located at 4105 Boonsboro Road, Lynchburg, Virginia. This property is a former bank branch and with minor cosmetic improvements is suitable as is to be used as a bank branch. The Bank does not anticipate utilizing this location as a bank branch until mid 2022 at the earliest.

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:


	September 30, 2020 (in thousands)
Commitments to extend credit	$	144,329
Letters of Credit		3,534

Total	$	147,863

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. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on the Bank’s credit evaluation of the customer.

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

SUMMARY OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion represents management’s discussion and analysis of the financial condition of Financial as of September 30, 2020 and December 31, 2019 and the results of operations of Financial for the three and nine-month periods ended September 30, 2020 and 2019. 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

September 30, 2020 as Compared to December 31, 2019

Total assets were $849,129,000 on September 30, 2020 compared with $725,394,000 at December 31, 2019, an increase of 17.06%. The increase in total assets was primarily funded from the growth in deposits.

Total deposits increased from $649,459,000 as of December 31, 2019 to $763,933,000 on September 30, 2020, an increase of 17.63%. The increase resulted in large part from increases in the following deposit categories: non-interest-bearing demand deposits, NOW, money market, and savings accounts and was partially offset by a decrease in time deposits. The increase was attributable in part to PPP loan funds that had yet to be deployed by our customers.

Total loans, excluding loans held for sale, increased to $623,547,000 on September 30, 2020 from $578,103,000 on December 31, 2019, resulting from the origination of PPP loans. This growth was partially offset by normal amortization and decreased commercial loan origination in the third quarter. Loans, excluding loans held for sale and net of deferred fees and costs and the allowance for loan losses, increased to $616,581,000 on September 30, 2020 from $573,274,000 on December 31, 2019, an increase of 7.55%. 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):


	September 30, 2020					December 31, 2019
	Amount		Percentage			Amount		Percentage
Commercial	$	174,823		28.04	%	$	114,257		19.76	%
Commercial Real Estate		298,526		47.87	%		303,900		52.57	%
Consumer		87,989		14.11	%		89,945		15.56	%
Residential		62,209		9.98	%		70,001		12.11	%

Total loans	$	623,547		100.00	%	$	578,103		100.00	%

Total nonperforming assets, which consist of non-accrual loans, loans past due 90 days or more and still accruing, and OREO increased to $3,943,000 on September 30, 2020 from $3,640,000 on December 31, 2019. OREO decreased to $1,405,000 on September 30, 2020 from $2,339,000 on December 31, 2019. The decrease in OREO was due in large part to the sale of one large OREO property during the first quarter. Non-performing loans increased from $1,301,000 at December 31, 2019 to $2,538,000 at September 30, 2020. A significant curtailment of non-performing loans occurred during the third quarter because the bank liquidated collateral securing a $3.3 million relationship previously classified as non-performing. This curtailment was anticipated as discussed in the 10-Q Current Report for the period ended June 30, 2020.

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

As a result of the COVID-19 pandemic, we anticipate that our commercial, commercial real estate, residential and consumer borrowers will continue to encounter economic difficulties, which could lead to increases in our levels of nonperforming assets, impaired loans and troubled debt restructurings. Any potential financial impacts are unknown at this time.

OREO represents real property acquired by the Bank for debts previously contracted, including through foreclosure or deeds in lieu of foreclosure. On December 31, 2019, the Bank was carrying ten OREO properties on its books at a value of $2,339,000. During the nine months ended September 30, 2020, the Bank acquired one additional OREO property and disposed of eight OREO properties, and as of September 30, 2020 the Bank is carrying three OREO properties at a value of $1,405,000. In addition, the Bank wrote down $137,000 on the value of its OREO properties. The OREO properties are available for sale and are being actively marketed.

The Bank had loans in the amount of $397,000 at September 30, 2020 classified as performing TDRs as compared to $410,000 at December 31, 2019. 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.

the Chief Credit Officer before a second deferral is granted. Retail borrowers are also required to submit in writing the reason for the need for a second deferral request before an additional deferral is granted. Relationships whose situations do not warrant a second deferral will most likely be downgraded and subsequently evaluated for specific impairment within the allowance for loan loss. As of September 30, 2020, we are evaluating 4 relationships, totaling approximately $6,000,000, for second deferrals.

Management has reviewed loan segments that it believes could be adversely impacted by the COVID-19 pandemic, and identified the following segments: assisted living, education/childcare, entertainment, hospitality, oil & gas (gas stations), religious/charitable, restaurants, retail & services. At September 30, 2020, the loan balances in those segments were as follows:


Industry	Principal Balance (in thousands)		Number of Loans		Percent of Total Loan Portfolio
Assisted Living	$	6,510		11		1.04	%
Education/Childcare		7,349		15		1.18	%
Entertainment		6,959		24		1.12	%
Hospitality		15,397		9		2.47	%
Oil & Gas (Gas Stations)		261		8		0.04	%
Religious/Charitable		18,878		44		3.03	%
Restaurants		16,816		46		2.70	%
Retail & Services		9,142		44		1.47	%

Total	$	81,312		201		13.04	%

Management continues to closely monitor loans in these categories.

Cash and cash equivalents increased to $95,044,000 on September 30, 2020 from $39,111,000 on December 31, 2019. Cash and cash equivalents consist of cash due from correspondents, cash in vault, and overnight investments (including federal funds sold). This increase was due in large part to an increase in deposits related to PPP loan funds that had yet to be deployed and management’s decision to carry additional liquidity in order to accommodate the use of PPP loan proceeds. Cash and cash equivalents are subject to routine fluctuations in deposits, including fluctuations in transactional accounts and professional settlement accounts.

Securities held-to-maturity were flat, decreasing slightly to $3,675,000 on September 30, 2020 from $3,688,000 on December 31, 2019. This decrease is a result of normal amortization of premiums within the held-to-maturity portfolio.

Securities available-for-sale which are carried on the balance sheet at fair market value, increased to $75,628,000 on September 30, 2020, from $59,655,000 on December 31, 2019. Out of an abundance of caution, during the first six months of 2020, the Bank sold available-for-sale securities to increase liquidity in light of the uncertainties surrounding the COVID-19 pandemic.

Because the need for additional liquidity did not materialize, the Bank reinvested the proceeds. Thus, during the nine months ended September 30, 2020, the Bank purchased $34,702,000 in available-for-sale securities, which was responsible for the increase in securities available-for sale. During the nine months ended September 30, 2020 the Bank received $13,312,000 from the sale of securities available-for-sale and $8,629,000 in proceeds from calls, maturities, and paydowns of securities available-for-sale, which partially offset the increase.

Financial’s investment in Federal Home Loan Bank of Atlanta (FHLBA) stock totaled $653,000 at September 30, 2020 as compared with $608,000 at December 31, 2019. 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 September 30, 2020, Financial, on a consolidated basis, had liquid assets of $170,672,000 in the form of cash, interest-bearing and noninterest-bearing deposits with banks, and available-for-sale investments. Of this amount, approximately $32,189,000 (representing current market value) of the available-for-sale securities are pledged as collateral with $23,108,000 pledged as security for public deposits, and $9,081,000 pledged as security on a line of credit the Bank may draw on from time to time to meet liquidity needs. This line of credit currently has a zero balance. Management believes that liquid assets were adequate at September 30, 2020. Management anticipates that additional liquidity will be provided by the growth in deposit accounts and loan repayments at the Bank. In addition, if additional liquidity is needed, the Bank has the ability to purchase federal funds on the open market, borrow from the FHLBA using loans or investments within the Bank’s portfolio as collateral, and to borrow from the Federal Reserve Bank’s discount window.

The COVID-19 pandemic could have a material negative impact on Financial’s short-term or long-term liquidity. For example, if customers unexpectedly draw down on existing lines of credit, our liquidity could be impacted. While we have not experienced any unusual pressure on our deposit balances or our liquidity position as a result of the COVID-19 pandemic, management is closely monitoring our sources and uses of funds in order to meet our cash flow requirements while maximizing profits. Based in part on recent loan activity including loans made pursuant to the PPP as discussed below under “Allowance and Provision for Loan Losses,” the Bank is monitoring liquidity to ensure it is able to fund future loans and withdrawals related to the use of PPP funds.

At September 30, 2020, the Bank had a leverage ratio of approximately 8.12%, a Tier 1 risk-based capital ratio and a CET1 ratio of approximately 11.14% and a total risk-based capital ratio of approximately 12.27%. As of September 30, 2020 and December 31, 2019, 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 September 30, 2020 and December 31, 2019:

Bank Level Only Capital Ratios


	September 30,		December 31,
Analysis of Capital (in 000’s)	2020		2019
Tier 1 capital
Common Stock	$	3,742	$	3,742
Surplus		22,325		22,325
Retained earnings		42,775		40,194

Total Tier 1 capital	$	68,842	$	66,261

Tier 2 capital
Allowance for loan losses	$	6,966	$	4,829
Total Tier 2 capital:	$	6,966	$	4,829

Total risk-based capital	$	75,808	$	71,090

Risk weighted assets	$	617,969	$	616,269
Average total assets	$	847,831	$	725,395


	Actual						Regulatory Benchmarks
	September 30, 2020			December 31, 2019			For Capital Adequacy Purposes (1)			For Well Capitalized Purposes
Capital Ratios:
Tier 1 capital to average total assets		8.12	%		9.13	%		4.000	%		5.000	%
Common Equity Tier 1 capital		11.14	%		10.75	%		7.000	%		6.500	%
Tier 1 risk-based capital ratio		11.14	%		10.75	%		8.500	%		8.000	%
Total risk-based capital ratio		12.27	%		11.54	%		10.500	%		10.000	%

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

The above tables set forth the capital position and analysis for the Bank only. Because total assets on a consolidated basis are less than $3,000,000,000, Financial is not subject to the consolidated capital requirements imposed by the Bank Holding Company Act. Consequently, Financial does not calculate its financial ratios on a consolidated basis. If calculated, the capital ratios for the Company on a consolidated basis at September 30, 2020 would be slightly lower than those of the Bank because proceeds from the sale of the notes issued in 2017 were contributed to the Bank and counted as equity at the Bank level.

In July 2013, the Federal Reserve Board approved a final rule establishing a regulatory capital framework for smaller, less complex financial institutions. The rule was fully implemented on January 1, 2019 and implemented a capital conservation buffer of 2.5%. As a result, the Bank is required to have a minimum ratio of common equity Tier 1 capital to risk-

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

On September 17, 2019 the Federal Deposit Insurance Corporation finalized a rule that introduced an optional simplified measure of capital adequacy for qualifying community banking organizations (i.e., the community bank leverage ratio (CBLR) framework), as required by the Economic Growth, Regulatory Relief and Consumer Protection Act. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework.

In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 9 percent, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital. In response to the COVID-19 pandemic, regulatory authorities have lowered the tier 1 leverage ratio required under the CBLR framework to 8% and 8.5% for the remainder of 2020 and 2021, respectively.

While the CBLR framework is currently available for banks to use in their September 30, 2020 Call Report, the Bank has elected not to opt into the CBLR framework at this time.

Results of Operations

Comparison of the Three and Nine Months Ended September 30, 2020 and 2019

Earnings Summary

Financial had net income including all operating segments of $1,454,000 and $3,270,000 for the three and nine months ended September 30, 2020, compared to $1,474,000 and $4,085,000 for the comparable periods in 2019. Basic and diluted earnings per common share for the three and nine months ended September 30, 2020 were $0.34 and $0.75, compared to basic and diluted earnings per share of $0.34 and $0.93 for the three and nine months ended September 30, 2019.

The decrease in net income for the three and nine months ended September 30, 2020, as compared to the prior year periods was due primarily to an increase in loan loss provision related to uncertainty surrounding the COVID-19 pandemic along with an increase in non-interest expenses, which was offset in part by an increase in non-interest income. We anticipate that our net income for future fiscal periods will continue to be impacted as a result of the economic developments resulting from the COVID-19 pandemic. Specifically, while we are not yet able to measure the impact of COVID-19 crisis on our borrowers, we anticipate provision expense may remain elevated as the economic impact of COVID-19 may negatively affect them.

These operating results represent an annualized return on average stockholders’ equity of 9.26% and 7.05% for the three and nine months ended September 30, 2020, compared with 9.84% and 9.36% for the three and nine months ended September 30, 2019. This decrease for the three and nine months ended September 30, 2020 was due to an increase in total average equity resulting from an increase in the market value of the securities available-for-sale portfolio coupled with a decrease in net income. The increase in the market value of the securities available-for-sale portfolio resulted from a decrease in market interest rates. The Company had an annualized return on average assets of 0.68% and 0.55% for the three and nine months ended September 30, 2020 compared with 0.83% and 0.79% for the same periods in 2019. The decrease for the three and nine months ended September 30, 2020 largely resulted from an increase in the Bank’s assets and a decrease in net income.

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

Interest Income, Interest Expense, and Net Interest Income

Interest income decreased to $7,338,000 and $21,907,000 for the three and nine months ended September 30, 2020 from $7,596,000 and $22,220,000 for the same periods in 2019, decreases of 3.40% and 1.41%, respectively. Interest income decreased because of a decrease in interest rates and was partially offset, for the nine months ended September 30, 2020, by an increase in loan balances. The average rate received on loans decreased from 5.00% and 4.99% for the three and nine months ended September 2019 to 4.37% and 4.51% for the comparable periods in 2020. The rate on total average earning assets decreased for the three and nine months ended September 30, 2020 as compared to the three and nine months ended September 30, 2019 primarily because a decrease in the rates paid by borrowers on loans, particularly the lower yielding PPP loans.

Interest expense decreased to $1,135,000 and $3,650,000 for the three months and nine ended September 30, 2020 from $1,431,000 and $3,773,000 for the same periods in 2019, decreases of 20.68% and 3.26%. The decreases for the three and nine months resulted primarily from a decrease in interest rates as a result of the FOMC’s decision to decrease the fed funds rate. The Bank’s average rate paid on interest bearing deposits were 0.65% and 0.75% during the three and nine months ended September 30, 2020 as compared to 0.99% and 0.90% for the same periods in 2019.

The fundamental source of the Bank’s net revenue is net interest income, which is determined by the difference between (i) interest and dividend income on interest earning assets, which consist primarily of loans, investment securities and other investments, and (ii) interest expense on interest-bearing liabilities, which consist principally of deposits and other borrowings. Net interest income for the three and nine months ended September 30, 2020 of $6,203,000 and $18,257,000 was relatively flat when compared to $6,165,000 and $18,447,000 for the same periods in 2019. The net interest margin was 3.10% and 3.27% for the three and nine months ended September 30, 2020 as compared with 3.75% and 3.83% for the same periods in 2019. The decreases were primarily caused by the impact of lower-yielding PPP loans. As a result of the spread of COVID-19, economic uncertainties have arisen that are likely to negatively impact net interest margin. Other financial impacts could occur, though such potential impacts are unknown at this time.

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

Non-Interest Income

Non-interest income is comprised primarily of fees and charges on transactional deposit accounts, gains on sales of mortgage loans held for sale, commissions on sales of investments, fees generated from treasury management services, and bank-owned life insurance income. Non-interest income increased to $3,064,000 and $8,039,000 for the three and nine months ended September 30, 2020 from $2,161,000 and $5,039,000 for the three and nine months ended September 30, 2019.

These increases for the three and nine months ended September 30, 2020 as compared to the same periods last year were due primarily to an increase in gains on sales of loans held for sale from $1,337,000 and $3,103,000 for the three and nine months ended September 30, 2019 to $2,459,000 and $5,586,000 for the same periods ended September 30, 2020. In addition, gains on sales of available-for-sale securities decreased from $291,000 to $0 for three months the ended September 30, 2019 and 2020. Gains on sales of available-for-sale securities increased from $291,000 to $644,000 when comparing the nine month periods in 2019 and 2020.

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

Purchase mortgage originations totaled $48,997,000 and $114,135,000 or 57.68% and 54.66% respectively of the total mortgage loans originated in the three and nine months ended September 30, 2020 as compared to $34,750,000 and $83,524,000 or 69.63% and 72.64%, respectively of the total mortgage loans originated in the same periods in 2019. Management anticipates that in the short term purchase mortgage originations will continue to represent a majority of mortgage originations as they have in the recent past. However, management also believes that further decreases in long term market interest rates could trigger increased refinancing activity. While uncertainty remains, management expects mortgage rates stay near historic lows for the foreseeable future.

Although mortgage rates fluctuated dramatically in the first quarter of 2020, rates generally decreased to near historic lows in the first three months of 2020 and have remained there during the second and third quarters of 2020. Because of the uncertainty surrounding current and near-term economic conditions arising from the COVID-19 pandemic, management cannot predict future mortgage rates. Nevertheless, management expects that the Mortgage division’s reputation in Region 2000, steady residential real estate inventory and the recent hiring of additional mortgage loan originators in Roanoke, Harrisonburg and Charlottesville, and Blacksburg, will result in strong mortgage originations through the remainder of 2020. Management also believes that in the event that interest rates rise, revenue from the mortgage segment could be under pressure.

Our Investment division provides brokerage services through an agreement with a third-party broker-dealer. Pursuant to this arrangement, the third-party broker-dealer operates a service center adjacent to one of the branches of the Bank. The center is staffed by two dual employees of the Bank and the broker-dealer. Investment receives commissions on transactions generated and in some cases ongoing management fees such as mutual fund 12b-1 fees. The Investment division’s financial impact on our consolidated revenue has been immaterial. Although management cannot predict the financial impact of Investment with certainty, management anticipates the Investment division’s impact on noninterest income will remain immaterial in 2020.

The Bank provides insurance and annuity products to Bank customers and others, through the Bank’s Insurance subsidiary. The Bank has three employees that are licensed to sell insurance products through Insurance. Insurance generates minimal revenue and its financial impact on our consolidated revenue has been immaterial. Management anticipates that Insurance’s impact on noninterest income will remain immaterial in 2020.

Non-Interest Expense

Non-interest expense for the three and nine months ended September 30, 2020 increased to $6,744,000 and $19,876,000 from $6,373,000 and $17,947,000, increases of 5.82% and 10.75% from the comparable periods in 2019. This increase resulted from increases in personnel expenses from variable compensation, additional compensation of $245,000 paid in connection with the execution of the PPP Loan Program, and $750,000 related to the Bank’s previously disclosed early retirement plan. These were offset in part by the deferral of loan origination costs of $400,000 related to the PPP program, which will be amortized to interest income along with the related fees over the lives of the related loans. Income recognition may be accelerated due to repayment or forgiveness of the loans. In addition, credit expenses related to the volume of mortgage loan production, equipment expense, and an increase in professional expenses. Total personnel expense was $3,713,000 and $11,040,000 for the three and nine month periods ended September 30, 2020 as compared to $3,356,000 and $9,437,000 for the same periods in 2019.

Allowance and Provision for Loan Losses

The allowance for loan losses represents an amount that, in our judgment, will be adequate to absorb probable losses inherent in the loan portfolio. The provision for loan losses increases the allowance, and loans charged-off, net of recoveries, reduce the allowance. The provision for 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 two components – specific impairment and general reserves. As discussed below, loans having a risk rating of 7 or below that are significantly past due, and the borrower’s performance and financial condition provide evidence that it is probable that the Bank will be unable to collect all amounts when due as well as all TDRs, are evaluated for specific impairment. The general reserve component is based on an evaluation of general economic conditions, actual and expected credit losses, and loan performance measures. Based on the application of the loan loss calculation, the Bank provided $700,000 and $2,348,000 to the allowance for loan losses for the three and nine month periods ended September 30, 2020. This compares to a provision of $108,000 and $434,000 for the comparable periods in 2019, representing increases of 548.15% and 441.01%.

The increase in the provision was largely due to adjustments to qualitative factors used in determining the general portion of the allowance. These adjustments resulted in the higher provision for credit losses given the unprecedented economic disruptions and uncertainty surrounding the COVID-19 pandemic that emerged in March 2020 as described in further detail in the “Overview” section. Of the $2,348,000 in provision in the first nine months of 2020, approximately $1,750,000 is attributed to qualitative factors related to the COVID-19 pandemic

and its effect on economic conditions, loan concentrations in sectors adversely affected by the pandemic, and loans that have been granted payment deferrals or have been granted interest only payment status in the short term. The components of the allowance are detailed further in table below. The deferrals periods are beginning to expire, and as loans exit the temporary deferral period, management is evaluating each loan on a case-by-case basis to determine whether such loan should be additional accommodations or downgraded.

At September 30, 2020, the allowance for loan losses was 1.12% of total loans outstanding, versus 0.84% of total loans outstanding at December 31, 2019. The allowance to total loans, excluding PPP loans, increased to 1.25% at September 30, 2020. Because the PPP loans are guaranteed in full by the U.S. Small Business Administration, management determined that these loans should be excluded from the calculation. At September 30, 2020, management believed the allowance for loan losses was at a level commensurate with the overall risk exposure of the loan portfolio. However, if economic conditions continue to deteriorate due to the COVID-19 pandemic, certain borrowers may experience difficulty and the level of nonperforming loans, charge-offs and delinquencies could rise and require increases in the allowance for loan losses. The process of identifying potential credit losses is a subjective process. Therefore, the Company maintains a general reserve to cover credit losses within the portfolio. The methodology management uses to determine the adequacy of the loan loss reserve includes the considerations below.

We have developed relief programs to assist borrowers in financial need due to the effects of the COVID-19 pandemic. The March 22, 2020 (revised April 2020) statement issued by our banking regulators and titled the “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19. Additionally, Section 4013 of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), passed on March 27, 2020 provides that a qualified loan modification is exempt by law from classification as a TDR as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak declared by the President of the United States under the National Emergencies Act (50 U.S.C. 1601 et seq.) terminates. Accordingly, we are offering short-term modifications made in response to COVID-19 to certain borrowers who are current and otherwise not past due. These include short-term, 180 days or less, modifications in the form of payment deferrals, fee waivers, extensions of repayment terms, short-term interest only payments, or other delays in payment that are insignificant.

to submit in writing the reason for the need for a second deferral request before an additional deferral is granted. Relationships whose situations do not warrant a second deferral will most likely be downgraded and subsequently evaluated for specific impairment within the allowance for loan loss. As of September 30, 2020, we are evaluating 4 relationships, totaling approximately $6,000,000, for second deferrals.

Section 1102 of the CARES Act created the Paycheck Protection Program (“PPP”), which appropriated $349 billion (which was subsequently increased by an additional $320 billion including $60 billion set aside for small, midsize, and community lenders) in loans designed to provide a direct incentive for sole proprietors, independent contractors, self-employed persons, non-profits and small businesses with less than 500 employees, allowing for narrow exceptions with businesses greater than 500 employees, to keep their workers on the payroll. These loans will be fully forgiven by the Small Business Administration if the funds are used for payroll costs, interest on mortgages, rent, or utilities as long as at least 75% of the forgiven amount was used for payroll. Additionally, loan payments will also be deferred for ten months. The Program started on April 3, 2020 and ended on August 8, 2020. No collateral or personal guarantees were required. Neither the government nor lenders are permitted to charge the recipients any fees.

The Bank began accepting applications from qualified customers on April 3, 2020 and, as of June 30, 2020, had helped provide over $68,000,000 in funding to over 550 clients through the PPP. The Bank took no applications in the third quarter of 2020.

Charged-off loans, which are loans that management deems uncollectible, are charged against the allowance for loan losses and constitute a realized loss. Charged-off loans were $57,000 and $396,000 for the three and nine months ended September 30, 2020 as compared to $100,000 and $319,000 for the comparable periods in 2019. While a charged-off loan may subsequently be collected, such recoveries generally are realized over an extended period of time. In the three and nine months ended September 30, 2020, the Bank had recoveries of charged-off loans of $130,000 and $185,000 as compared with $41,000 and $77,000 for the comparable periods in 2019.

In light of the current economic environment, management continues its ongoing assessment of specific impairment in the Bank’s loan portfolio. As set forth in the tables below, the Bank’s allowance arising from the specific impairment evaluation as of September 30, 2020 was relatively unchanged as compared to December 31, 2019.

As shown in the table below, the total balance in the allowance increased, from $4,829,000 as of December 31, 2019 to $6,966,000 on September 30, 2020. The allowance for loan losses as a percent of loans increased to 1.12% as of September 30, 2020 from 0.84% as of December 31, 2019. The allowance for loan losses as a percent of unimpaired loans was 1.13% at September 30, 2020 as compared to 0.84% at December 31, 2019. The general reserve as a percentage of unimpaired loan balances increased to 1.12% (or 1.26% excluding PPP loans) as of September 30, 2020 as compared to 0.83% as of December 31, 2019. This increase was primarily due to an increase in the rate of qualitative factors assessed in the general reserve based on management’s evaluation of those factors at September 30, 2020 in light of COVID-19, as discussed above. Management will continue to evaluate the adequacy of the allowance for loan losses as more economic data becomes available and as changes within the Company’s portfolio are known. The effects of the pandemic may require the Company to fund additional increases in the allowance for loan losses in future periods.

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


	Allowance for Loan Losses and Recorded Investment in Loans
	*(dollars in thousands)*
	As of and For the Nine Months Ended September 30, 2020
				Commercial
2020	Commercial			Real Estate			Consumer			Residential			Total
Allowance for Credit Losses:
Beginning Balance	$	1,330		$	1,932		$	865		$	702		$	4,829
Charge-Offs		(69	)		(217	)		(59	)		(51	)		(396	)
Recoveries		15			137			30			3			185
Provision		935			1,359			20			34			2,348

Ending Balance		2,211			3,211			856			688			6,966
Ending Balance: Individually evaluated for impairment		9			10			35			—			54

Ending Balance: Collectively evaluated for impairment		2,202			3,201			821			688			6,912

Totals:	$	2,211		$	3,211		$	856		$	688		$	6,966

Financing Receivables:
Ending Balance: Individually evaluated for impairment		736			2,865			503			1,357			5,461

Ending Balance: Collectively evaluated for impairment		174,087			295,661			87,486			60,852			618,086

Totals:	$	174,823		$	298,526		$	87,989		$	62,209		$	623,547


	Allowance for Loan Losses and Recorded Investment in Loans
	*(dollars in thousands)*
	As of and For the Year Ended December 31, 2019
				Commercial
2019	Commercial			Real Estate			Consumer			Residential			Total
Allowance for Credit Losses:
Beginning Balance	$	1,136		$	1,831		$	956		$	658		$	4,581
Charge-Offs		(106	)		(26	)		(189	)		(42	)		(363	)
Recoveries		35			5			44			4			88
Provision		265			122			54			82			523

Ending Balance		1,330			1,932			865			702			4,829
Ending Balance: Individually evaluated for impairment		7			15			—			33			55

Ending Balance: Collectively evaluated for impairment		1,323			1,917			865			669			4,774

Totals:	$	1,330		$	1,932		$	865		$	702		$	4,829

Financing Receivables:
Ending Balance: Individually evaluated for impairment		475			3,056			107			1,429			5,067

Ending Balance: Collectively evaluated for impairment		113,782			300,844			89,838			68,572			573,036

Totals:	$	114,257		$	303,900		$	89,945		$	70,001		$	578,103

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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(in thousands)						(in thousands)
	2020			2019			2020			2019
Balance, beginning of period	$	6,193		$	4,724		$	4,829		$	4,581
Provision for loan losses		700			108			2,348			434
Loans charged off		(57	)		(100	)		(396	)		(319	)
Recoveries of loans charged off		130			41			185			77

Net recoveries (charge offs)		73			(59	)		(211	)		(242	)

Balance, end of period	$	6,966		$	4,773		$	6,966		$	4,773

No nonaccrual loans were excluded from the impaired loan disclosures at September 30, 2020 and December 31, 2019. If interest on these loans had been accrued, such income cumulatively would have approximated $316,000 and $207,000 on September 30, 2020 and December 31, 2019, respectively. Loan payments received on nonaccrual loans are applied to principal. When a loan is placed on nonaccrual status there are several negative implications. First, all interest accrued but unpaid at the time of the classification is deducted from the interest income totals for the Bank. Second, accruals of interest are discontinued until it becomes certain that both principal and interest can be repaid. Third, there may be actual losses that necessitate additional provisions for credit losses charged against earnings.

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

•

“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.

•

Income Taxes

For the three and nine months ended September 30, 2020, Financial had an income tax expense of $369,000 and $802,000 as compared to $371,000 and $1,020,000 for the three and nine months ended September 30, 2019. This represents an effective tax rate of 20.24% and 19.70% for the three and nine months ended September 30, 2020 as compared with 20.11% and 19.98% for the three and nine months ended September 30, 2019. Our effective rate was lower than the statutory corporate tax rate in all periods primarily because of federal income tax benefits resulting from the tax treatment of earnings on bank owned life insurance.

Schedule I

Net Interest Margin Analysis

Average Balance Sheets

For the Quarter Ended September 30, 2020 and 2019

(dollars in thousands)


	2020								2019
	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)	$	625,847		$	6,889		4.37	%	$	558,483		$	7,037		5.00	%
Loans held for sale		8,881			69		3.08	%		4,435			43		3.85	%
Fed funds sold		75,044			13		0.07	%		17,056			89		2.07	%
Interest bearing bank balances		18,643			15		0.32	%		14,636			88		2.39	%
Securities (3)		63,743			337		2.10	%		55,528			330		2.36	%
Federal agency equities		1,435			15		4.15	%		1,390			9		2.57	%
CBB equity		116			—		—			116			—		—

Total earning assets		793,709			7,338		3.71	%		651,644			7,596		4.68	%

Allowance for loan losses		(6,273	)							(4,768	)
Non-earning assets		62,384								54,131

Total assets	$	849,820							$	701,007

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Demand interest bearing	$	346,963		$	141		0.16	%	$	257,407		$	357		0.55	%
Savings		95,666			36		0.15	%		90,483			57		0.25	%
Time deposits		181,270			844		1.85	%		189,225			926		1.94	%

Total interest bearing deposits		623,899			1,021		0.65	%		537,115			1,340		0.99	%
Other borrowed funds
Financing leases		4,248			29		2.71	%		4,542			41		3.58	%
Capital Notes		10,019			85		3.37	%		5,000			50		4.00	%

Total interest-bearing liabilities		638,166			1,135		0.71	%		546,657			1,431		1.04	%

Non-interest bearing deposits		144,719								90,995
Other liabilities		4,626								3,940

Total liabilities		787,511								641,592
Stockholders’ equity		62,309								59,415

Total liabilities and Stockholders’ equity	$	849,820							$	701,007

Net interest income				$	6,203							$	6,165

Net interest margin							3.10	%							3.75	%

Interest spread							3.00	%							3.64	%

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

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

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

Net Interest Margin Analysis

Average Balance Sheets

For the Nine Months Ended September 30, 2020 and 2019

(dollars in thousands)


	2020								2019
	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)	$	606,937		$	20,558		4.51	%	$	547,833		$	20,439		4.99	%
Loans held for sale		6,072			137		3.01	%		3,471			111		4.28	%
Federal funds sold		51,913			89		0.23	%		19,303			332		2.30	%
Interest bearing bank balances		18,439			85		0.61	%		14,487			253		2.33	%
Securities (3)		59,358			990		2.22	%		57,779			1,026		2.37	%
Federal agency equities		1,411			48		4.53	%		1,374			60		5.84	%
CBB equity		116			—		—			116			—		—

Total earning assets		744,246			21,907		3.92	%		644,363			22,221		4.61	%

Allowance for loan losses		(5,555	)							(4,694	)
Non-earning assets		59,415								50,346

Total assets	$	798,106							$	690,015

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Demand interest bearing	$	318,929		$	546		0.23	%	$	240,590		$	917		0.50	%
Savings		90,872			123		0.18	%		93,992			165		0.23	%
Time deposits		188,167			2,702		1.91	%		190,132			2,500		1.76	%

Total interest bearing deposits		597,968			3,371		0.75	%		529,714			3,582		0.90	%
Other borrowed funds
Financing leases		4,334			87		2.67	%		1,547			41		3.54	%
Capital Notes		6,666			192		3.84	%		5,000			150		4.00	%

Total interest-bearing liabilities		608,968			3,650		0.80	%		536,261			3,773		0.94	%

Non-interest bearing deposits		122,041								91,858
Other liabilities		5,319								3,546

Total liabilities		736,328								631,655
Stockholders’ equity		61,778								58,350

Total liabilities and Stockholders’ equity	$	798,106							$	690,015

Net interest income				$	18,257							$	18,448

Net interest margin							3.27	%							3.83	%

Interest spread							3.12	%							3.67	%

(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. Assumed income tax rate of 21% was used for the periods presented.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Financial’s management, including Financial’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) 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 September 30, 2020, 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.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

For information regarding the Company’s risk factors, see Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on March 20, 2020 and as supplemented in the Current Report on Form 8-K, filed with the Securities Exchange Commission on April 24, 2020. Except as set forth herein, there have been no material changes from risk factors as previously disclosed in Part 1 Item 1A of the Company’s Form 10-K for the year ended December 31, 2019, as supplemented in the Current Report on Form 8-K, filed with the Securities Exchange Commission on April 24, 2020.

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

(a) Not applicable.

(b) On January 21, 2020, the Company’s board of directors approved a share repurchase program under which the Company is authorized to repurchase, from time to time as the Company deems appropriate, up to a total of 65,000 shares of the Company’s common stock. Repurchases may be made in the open market, through block trades, or otherwise, and in privately negotiated transactions.

On April 21, 2020 the Company temporarily suspended repurchases under the plan. For this reason, there were no repurchases executed during the quarter ended September 30, 2020. The Company had previously repurchased 18,000 shares during the quarter ended March 31, 2020.

The following table provides information as of September 30, 2020 with respects to shares of common stock repurchased by the Company for the quarter then ended:


Beginning Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2020 through July 31, 2020		—		N/A		18,000		47,000
August 1, 2020 through August 31, 2020		—		N/A		18,000		47,000
September 1, 2020 through September 30, 2020		—		N/A		18,000		47,000

Total		—		N/A		18,000		47,000

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 November 12, 2020

31.2		Certification of J. Todd Scruggs Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 12, 2020

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 November 12, 2020

101		The following materials from Bank of the James Financial Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets (unaudited) as of September 30, 2020 and December 31, 2019; (ii) Consolidated Statements of Income (unaudited) for the three and nine months ended September 30, 2020 and 2019; (iii) Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2020 and 2019 (iv) Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2020 and 2019 (v) Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three and nine months ended September 30, 2020 and 2019; (vi) Notes to Unaudited Consolidated Financial Statements.

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: November 12, 2020	By	/S/ Robert R. Chapman III
		Robert R. Chapman III, President (Principal Executive Officer)

Date: November 12, 2020	By	/S/ J. Todd Scruggs
		J. Todd Scruggs, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)