BLUE RIDGE BANKSHARES, INC. - Quarter Report: 2020 March (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2020

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

For the transition period from to

Commission File Number: 001-39165

BLUE RIDGE BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia	54-1470908
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1807 Seminole Trail Charlottesville, Virginia	22835
(Address of principal executive offices)	(Zip Code)

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

BRBS

NYSE American

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

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

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

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

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

As of May 15, 2020, the registrant had 5,659,485 shares of common stock, no par value per share, outstanding.

PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019	3

	Consolidated Statements of Income for the three months ended March 31, 2020 and March 31, 2019	4

	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2020 and 2019	5

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2020 and 2019	6

	Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019	7

	Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42

Item 4.	Controls and Procedures	42

PART II	OTHER INFORMATION	43

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44

Item 3.	Defaults Upon Senior Securities	44

Item 4.	Mine Safety Disclosures	44

Item 5.	Other Information	44

Item 6.	Exhibits	44

Signatures		45

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Blue Ridge Bankshares, Inc.

Consolidated Balance Sheets

(dollars in thousands, except share and per share data)

	March 31, 2020			December 31, 2019
	(unaudited)			(audited)
Assets
Cash and due from banks	$	67,158		$	60,026
Federal funds sold		164			480
Securities available for sale, at fair value		98,932			108,571
Securities held to maturity, at cost		11,219			12,192
Restricted equity securities, at cost		10,104			8,134
Loans held for sale		90,019			55,646
Loans, net of unearned income		670,935			646,834
Less allowance for loan losses		(4,897	)		(4,572	)
Loans, net		666,038			642,262
Premises and equipment, net		14,263			13,651
Cash surrender value of life insurance		14,827			14,734
Goodwill		19,892			19,915
Other intangible assets		3,564			3,718
Other assets		31,425			21,482
Total assets	$	1,027,605		$	960,811

Liabilities and Stockholders’ Equity
Deposits:
Noninterest-bearing	$	178,482		$	177,819
Interest-bearing		590,678			544,211
Total deposits		769,160			722,030
Other borrowings		140,900			124,800
Subordinated debentures, net of issuance costs		9,809			9,800
Other liabilities		17,462			11,844
Total liabilities		937,331			868,474
Stockholders’ Equity:
Common stock, no par value; 10,000,000 shares authorized; 5,660,985 and 5,658,585 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively		66,283			66,204
Additional paid-in capital		252			252
Retained earnings		26,260			25,428
Accumulated other comprehensive income (loss)		(2,754	)		229
		90,041			92,113
Noncontrolling interest		233			224
Total stockholders’ equity		90,274			92,337
Total liabilities and stockholders’ equity	$	1,027,605		$	960,811

See accompanying notes to unaudited consolidated financial statements.

Blue Ridge Bankshares, Inc.

Consolidated Statements of Income

(dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
Interest income:
Interest and fees on loans	$	9,544		$	6,115
Interest on taxable securities		829			491
Interest on nontaxable securities		48			64
Interest on federal funds sold		2			1
Total interest income		10,423			6,671
Interest expense:
Interest on deposits		1,725			1,186
Interest on subordinated debentures		177			177
Interest on other borrowings		498			459
Total interest expense		2,400			1,822
Net interest income		8,023			4,849
Provision for loan losses		575			295
Net interest income after provision for loan losses		7,448			4,554
Non-interest income:
Service charges on deposit accounts		272			134
Mortgage brokerage income		820			1,125
Gain on sale of mortgages		3,041			1,967
Income from investment in life insurance contracts		93			55
Other income		772			618
Total other income		4,998			3,899
Non-interest expenses:
Salaries and employee benefits		7,341			4,246
Occupancy and equipment		856			602
Data processing fees		466			349
Legal and other professional fees		198			45
Advertising fees		224			196
Communications		135			110
Debit card		158			82
Audit and accounting fees		43			37
FDIC insurance		150			75
Other contractual services		175			75
Other taxes and assessments		224			156
Other operating		1,368			877
Total other expenses		11,338			6,850
Income before income tax		1,108			1,603
Income tax expense		267			321
Net income	$	841		$	1,282
Net Income attributable to noncontrolling interest		(9	)		(13	)
Net Income attributable to Blue Ridge Bankshares, Inc.	$	832		$	1,269
Net Income available to Common Stockholders	$	832		$	1,269
Basic earnings per common share	$	0.15		$	0.38
Diluted earnings per common share	$	0.15		$	0.38

See accompanying notes to unaudited consolidated financial statements.

Blue Ridge Bankshares, Inc.

Consolidated Statements of Comprehensive Income

(dollars in thousands)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
Net income	$	841		$	1,282
Other comprehensive income:
Gross unrealized gains (losses) arising during the period		(612	)		219
Income tax (expense) benefit		128			(39	)
		(484	)		180

Unrealized losses on interest rate swaps		(3,164	)		—
Income tax benefit		665			—
		(2,499	)		—

Other comprehensive income (loss), net of tax		(2,983	)		180
Comprehensive income (loss)	$	(2,142	)	$	1,462
Comprehensive income attributable to noncontrolling interest	$	(9	)	$	(13	)
Comprehensive income (loss) attributable to Blue Ridge Bankshares, Inc.	$	(2,151	)	$	1,449

See accompanying notes to unaudited consolidated financial statements.

Blue Ridge Bankshares, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(dollars in thousands, except share and per share data)

(Unaudited)

Three Months Ended March 31, 2020 and 2019

	Common Stock & Related Surplus		Contributed Equity		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total
Balance, December 31, 2018	$	16,452	$	252	$	23,321		$	(618	)	$	213		$	39,620
Net income		—		—		1,269			—			13			1,282
Other comprehensive income		—		—		—			180			—			180
Dividends on common stock ($0.1425 per share)		—		—		(617	)		—			—			(617	)
Noncontrolling interest capital distributions		—		—		—			—			(5	)		(5	)
Issuance of restricted common stock, net of forfeitures		51		—		—			—			—			51
Issuance of common stock (1,536,731 shares), Net of capital raise expenses		22,156		—		—			—			—			22,156
Balance, March 31, 2019	$	38,659	$	252	$	23,973		$	(438	)	$	221		$	62,667

Balance, December 31, 2019	$	66,204	$	252	$	25,428		$	229		$	224		$	92,337
Net income		—		—		832			—			9			841
Other comprehensive income (loss)		—		—		—			(2,983	)		—			(2,983	)
Issuance of restricted common stock, net of forfeitures		79		—		—			—			—			79
Balance, March 31, 2020	$	66,283	$	252	$	26,260		$	(2,754	)	$	233		$	90,274

See accompanying notes to unaudited consolidated financial statements.

Blue Ridge Bankshares, Inc.

Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2020 and 2019

(Unaudited)

	2020			2019
Cash flows from operating activities:
Net income	$	841		$	1,282
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation, amortization and accretion		211			124
Deferred income taxes		85			8
Provision for loan losses		575			295
Proceeds from sale of loans held for sale, originated		67,362			60,443
Gain on sale of loans held for sale, originated		(3,041	)		(1,967	)
Loans held for sale, originated		(104,815	)		(61,264	)
Loss on disposal of premises and equipment		4			2
Loss on sale of other real estate owned		—			29
Non-cash equity compensation		79			51
Investment amortization expense, net		229			55
Amortization of subordinated debt issuance costs		8			8
Amortization of other intangibles		154			115
Earnings on life insurance		(93	)		(55	)
Increase in other assets		(12,361	)		(8,701	)
Increase in accrued expenses		5,618			7,948
Net cash used in operating activities		(45,144	)		(1,627	)
Cash flows used in investing activities:
Net (increase) decrease in federal funds sold		316			(2,693	)
Purchase of securities available for sale		(200	)		—
Proceeds from calls, maturities, sales, paydowns and maturities of securities available for sale		9,012			844
Proceeds from calls, maturities, sales, paydowns and maturities of securities held for investment		960			—
Purchase of insurance policies		—			(600	)
Net change in restricted equity securities		(1,970	)		20
Net increase in loans held for investment		(24,352	)		(16,350	)
Net (increase) decrease in loans held for sale, participations		6,121			(3,590	)
Decrease in Goodwill		23			—
Purchase of premises and equipment		(832	)		(175	)
Proceeds from sale of premises and equipment		6			13
Capital calls of SBIC funds and other investments		(38	)		(102	)
Nonincome distributions from limited liability companies		—			22
Net cash used in investing activities		(10,954	)		(22,611	)
Cash flows from financing activities:
Net increase in deposits		47,130			9,496
Common stock dividends paid		—			(617	)
Federal Home Loan Bank advances		147,300			30,400
Federal Home Loan Bank repayments		(131,200	)		(35,700	)
Issuance of common stock		—			22,156
Noncontrolling interest distributions		—			(5	)
Net cash provided by financing activities		63,230			25,730
Net increase in cash and due from banks		7,132			1,492
Cash and due from banks at beginning of period		60,026			15,026
Cash and due from banks at end of period	$	67,158		$	16,518
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	2,289		$	1,604

See accompanying notes to unaudited consolidated financial statements.

Notes to Consolidated Financial Statements (Unaudited)

Note 1 – Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying unaudited consolidated financial statements of Blue Ridge Bankshares, Inc. (the “Company” or “Blue Ridge”) include the accounts of Blue Ridge Bank, N.A. (the “Bank”), PVB Properties, LLC, and MoneyWise Payroll Solutions, Inc. (net of noncontrolling interest) and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Operating results for the quarter ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

The accompanying unaudited consolidated financial statements include the accounts of the Company, the Bank and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Nature of Operations

The Company operates under the supervision and regulation of the Board of Governors of the Federal Reserve System and the Bureau of Financial Institutions of the Virginia State Corporation Commission, while the Bank operates under a national charter subject to the supervision and regulation of the Office of the Comptroller of the Currency. The Bank provides commercial banking services to customers located primarily in the Piedmont, Southside, and Shenandoah Valley regions of the Commonwealth of Virginia and also operates under the name Carolina State Bank in Greensboro, North Carolina. Mortgage lending services are provided in these regions as well with additional mortgage offices located in Northern Virginia, Maryland, North Carolina, and South Carolina.

Basis of Presentation

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, goodwill and intangibles, fair value, the valuation of deferred tax assets and liabilities, and valuation of foreclosed real estate. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, which are necessary for fair presentation of the results of operations in these financial statements, have been made.

Reclassification

Certain reclassifications have been made to prior period amounts to conform to current period presentation. None of these reclassifications are considered material and have no impact on net income.

Earnings Per Share

Accounting guidance specifies the computation, presentation and disclosure requirements for earnings per share (“EPS”) for entities with publicly held common stock or potential common stock such as options, warrants, convertible securities or contingent stock agreements if those securities trade in a public market. Employee Stock Ownership Plan (“ESOP”) shares are considered outstanding for this calculation. Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding. Diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive common shares had been issued. The Company had no dilutive common shares outstanding at March 31, 2020 and 2019. The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31.

	For the three months ended March 31,
	2020			2019
Net income	$	841		$	1,282
Net income attributable to noncontrolling interest		(9	)		(13	)
Net income available to common shareholders	$	832		$	1,269
Weighted average common shares		5,664			3,307
Effect of dilutive securities		—			—
Diluted average common shares		5,664			3,307
Earnings per common share	$	0.15		$	0.38
Diluted earnings per common share	$	0.15		$	0.38

Note 1 – Summary of Significant Accounting Policies, continued

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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. As a “smaller reporting company” under Securities and Exchange Commission (“SEC”) rules, the Company will be required to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company has identified a third party vendor to assist in the measurement of expected credit losses under this standard. The Company is currently evaluating the implementation of ASU 2016-13 due to the change in implementation dates for smaller reporting companies.

Effective November 25, 2019, the SEC adopted Staff Accounting Bulletin (SAB) 119. SAB 119 updated portions of SEC interpretative guidance to align with FASB Accounting Standards Codification (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, such as the Company, 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 2019-05 will have on its consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” The ASU is based on a consensus of the Emerging Issues Task Force and is expected to increase comparability in accounting for these transactions. ASU 2016-01 made targeted improvements to accounting for financial instruments, including providing an entity the ability to measure certain equity securities without a readily determinable fair value at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Among other topics, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting. For public business entities, the amendments in the ASU are effective for fiscal years beginning after December 31, 2020, and interim periods within those fiscal years. Early adoption is permitted The Company is currently assessing the impact that ASU 2019-05 will have on its consolidated financial statements.

In March 2020, the FASB issued 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 the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued. It is intended to help 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. To facilitate an orderly transition from interbank offered rates (IBORs) and other benchmark rates to alternative reference rates (ARRs), the Company has established an enterprise-wide initiative led by senior management. The objective of this initiative is to identify, assess and monitor risks associated with the expected discontinuation or unavailability of benchmarks, including LIBOR, achieve operational readiness and engage impacted clients in connection with the transition to ARRs. 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.

Note 1 – Summary of Significant Accounting Policies, continued

On March 12, 2020, the SEC finalized amendments to the definitions of its “accelerated filer” and “large accelerated filer” definitions. The amendments increase the threshold criteria for meeting these filer classifications and are 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. Prior to these changes, the Company was required to comply with section 404(b) of the Sarbanes Oxley Act concerning auditor attestation over internal control over financial reporting as an “accelerated filer” as it had more than $75 million in public float but less than $700 million at the end of the Company’s most recent second quarter. The rule change expands the definition of “smaller reporting companies” to include entities with public float of less than $700 million and less than $100 million in annual revenues. The Company expects to meet this expanded category of small reporting company and will no longer be considered an accelerated filer. If the Company’s annual revenues exceed $100 million, its category will change back to “accelerated filer”. The classifications of “accelerated filer” and “large accelerated filer” require a public company to obtain an auditor attestation concerning the effectiveness of internal control over financial reporting (ICFR) and include the opinion on ICFR in its annual report on Form 10-K. Smaller reporting companies also have additional time to file quarterly and annual financial statements. All public companies are required to obtain and file annual financial statement audits, as well as provide management’s assertion on effectiveness of ICFR, but the external auditor attestation of ICFR is not required for smaller reporting companies.

In March 2020, various regulatory agencies, including the Federal Reserve and the FDIC, (the agencies), issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The interagency statement was effective immediately and impacted accounting for loan modifications. Under ASC 310-40, “Receivables – Troubled Debt Restructurings by Creditors,” a restructuring of debt constitutes a TDR if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grands 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, 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. Depending on the demonstrated need of the client, the Company is deferring either the full loan payment or the principal component of the loan payment generally for 90 days. As of May 11, 2020, the Company has executed 459 of these deferrals on outstanding loan balances of $97.7 million. This interagency guidance is expected to have a material impact on the Company’s financial statements; however, this impact cannot be quantified at this time.

Note 2 – Acquisition

On December 15, 2019, the Company completed the acquisition of VCB, the holding company for Virginia Community Bank, pursuant to the terms of the Agreement and Plan of Reorganization, dated May 13, 2019, between the Company and VCB. Under the agreement, VCB’s shareholders had the right to receive, at the holder’s election, either $58.00 per share in cash or 3.05 shares of the Company’s common stock, subject to the allocation and proration procedures set forth in the agreement, plus cash in lieu of fractional shares.

Note 2 – Acquisition, continued

A summary of the assets received and liabilities assumed and related adjustments are as follows:


Assets	As Recorded by Virginia Community Bankshares, Inc.		Adjustments				As Recorded by Blue Ridge Bankshares, Inc.
Cash and due from banks	$	9,678,700	$	—			$	9,678,700
Investment securities available-for-sale		43,419,481		(470,191	)	(1)		42,949,290
Restricted equity securities		302,700		—				302,700
Held-for-investment loans		173,871,523		(900,020	)	(2)		172,971,503
Furniture, fixtures, and equipment		6,435,695		3,296,872		(3)		9,732,567
Other real estate owned		87,427		(87,427	)	(4)		-
Accrued interest receivable		864,154		-				864,154
Core deposit intangible		-		1,690,000		(5)		1,690,000
Other assets		8,069,497		549,976		(6)		8,619,473
Total assets acquired	$	242,729,177	$	4,079,210			$	246,808,387

Liabilities
Deposits	$	217,953,153	$	118,621		(7)	$	218,071,774
Other liabilities		1,296,520		-				1,296,520
Total liabilities assumed	$	219,249,673	$	118,621			$	219,368,294

Net assets acquired								27,440,093
Total consideration paid								44,048,371
Goodwill							$	16,608,278

(1)

Adjustment to reflect estimated fair value of security portfolio

(2)

Adjustment to reflect estimated fair value and credit mark on loans of $(2,318,569), and elimination of VCB’s allowance for loan and lease losses

(3)

Adjustment to reflect estimated fair value of furniture, fixtures, and equipment

(4)

Adjustment to reflect estimated fair value of OREO

(5)

Adjustment to reflect recording of core deposit intangible

(6)

Adjustment to reflect estimated fair value of other assets and the recording of deferred taxes related to acquisition

(7)

Adjustment to reflect estimated fair value of deposits

A summary of the consideration paid is as follows:


Common stock issued (1,312,919 shares)	$	27,401,831
Cash payments to common shareholders		16,646,540
Total consideration paid	$	44,048,371

Note 3 – Investment Securities

Investment securities available for sale are carried in the consolidated balance sheets at their fair value and investment securities held to maturity are carried in the consolidated balance sheets at their amortized cost. The amortized cost and fair values of investment securities at March 31, 2020 and December 31, 2019 are as follows:

	March 31, 2020
(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available for sale
U.S. Treasury and agencies	$	1,000	$	—	$	15	$	985
Mortgage backed securities		87,255		2,276		1,951		87,580
Corporate bonds		10,754		46		433		10,367

	$	99,009	$	2,322	$	2,399	$	98,932
Held to maturity
State and municipal	$	11,219	$	499	$	3	$	11,715
Total Investment Securities	$	110,228	$	2,821	$	2,402	$	110,647

	December 31, 2019
(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available for sale
U.S. Treasury and agencies	$	2,500	$	—	$	51	$	2,449
Mortgage backed securities		94,983		654		152		95,485
Corporate bonds		10,554		87		4		10,637
	$	108,037	$	741	$	207	$	108,571
Held to maturity
State and municipal	$	12,192	$	464	$	2	$	12,654
Total Investment Securities	$	120,229	$	1,205	$	209	$	121,225

The amortized cost and fair value of securities at March 31, 2020, by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	March 31, 2020
	Securities Available for Sale				Securities Held to Maturity
(In thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	—	$	—	$	451	$	453
Due after one year through five years		2,000		1,969		1,627		1,677
Due after five years through ten years		19,682		17,648		3,763		4,026
Due after ten years		77,327		79,315		5,378		5,559
Total	$	99,009	$	98,932	$	11,219	$	11,715

Note 3 – Investment Securities, continued

A summary of unrealized losses (in thousands) and the length of time in a continuous loss position, by security type at March 31, 2020 and December 31, 2019 is as follows:

March 31, 2020	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
State and Municipal	$	424	$	(3	)	$	—	$	—		$	424	$	(3	)
U.S. Treasury and Agency		—		—			985		(15	)		985		(15	)
Mortgage backed		9,630		(1,934	)		942		(17	)		10,572		(1,951	)
Corporate bonds		4,071		(429	)		396		(4	)		4,467		(433	)
Total	$	14,125	$	(2,366	)	$	2,323	$	(36	)	$	16,448	$	(2,402	)

December 31, 2019	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
State and Municipal	$	333	$	(2	)	$	—	$	—		$	333	$	(2	)
U.S. Treasury and Agency		—		—			1,949		(51	)		1,949		(51	)
Mortgage backed		27,901		(82	)		5,348		(70	)		33,249		(152	)
Corporate bonds		—		—			896		(4	)		896		(4	)
Total	$	28,234	$	(84	)	$	8,193	$	(125	)	$	36,427	$	(209	)

Other investments (in thousands) at March 31, 2020 consist of stock in the Federal Home Loan Bank of Atlanta (the”FHLB”) (carrying basis $6,853), Federal Reserve Bank of Richmond (“FRB”) stock (carrying basis $2,145), and various other investments (carrying basis $1,106).

The Company had pledged securities (in thousands) of $69,883 and $68,255 at March 31, 2020 and December 31, 2019, respectively to the FHLB and the Treasury Board of Virginia at the Community Bankers’ Bank to secure public deposits.

Note 4 – Loans

Loans held for investment outstanding at March 31, 2020 and December 31, 2019 are summarized as follows:

	March 31, 2020			December 31, 2019
(in thousands)
Commercial and industrial	$	82,177		$	77,282
Agricultural		309			446
Real estate – construction, commercial		42,527			38,039
Real estate – construction, residential		27,152			26,778
Real estate – mortgage, commercial		256,543			251,824
Real estate – mortgage, residential		215,155			208,494
Real estate – mortgage, farmland		5,394			5,507
Consumer installment loans		42,409			39,202
Gross loans		671,666			647,572
Less: Unearned income		(731	)		(738	)
Total	$	670,935		$	646,834

The Company has pledged loans held for investment (in thousands) as collateral for borrowings with the FHLB totaling $145,985 and $146,075 as of March 31, 2020 and December 31, 2019, respectively.

Note 4 – Loans, continued

In December 2019, as a result of the Company’s acquisition of VCB, the acquired loan portfolio was initially measured at fair value and subsequently accounted for under either ASC Topic 310-30 or ASC 310-20. The outstanding principal balance and related carrying amount of these acquired loans included in the consolidated statement of condition as of March 31, 2020 and December 31, 2019 is as follows:

	March 31, 2020		December 31, 2019
(in thousands)
Purchased credit impaired acquired VCB loans evaluated individually for future credit losses
Outstanding principal balance	$	1,367	$	1,504
Carrying amount		1,196		1,315

Other acquired VCB loans
Outstanding principal balance		146,639		172,279
Carrying amount		141,337		170,151

Total acquired VCB loans
Outstanding principal balance		148,006		173,783
Carrying amount		142,533		171,466

The following table presents changes for the year ended December 31, 2019 in the accretable yield on the VCB purchased credit impaired loans for which the Company applies ASC 310-30:

	March 31, 2020			December 31, 2019
(in thousands)
Balance beginning of period	$	188		$	—
Accretable yield at acquisition date		—			190
Additions		(22	)		—
Accretion		(16	)		(3	)
Other changes, net		21			1
Balance end of period		171			188

The following table presents the aging of the recorded investment of past due loans as of March 31, 2020 and December 31, 2019:

	March 31, 2020
(in thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Nonaccrual		Total Past Due & Nonaccrual		Current Loans			Total Loans
Commercial and industrial	$	123	$	23	$	—	$	428	$	574	$	81,603		$	82,177
Real estate – construction, commercial		—		—		—		917		917		41,610			42,527
Real estate – construction, residential		589		—		—		—		589		26,563			27,152
Real estate – mortgage, commercial		—		387		—		1,472		1,859		254,684			256,543
Real estate – mortgage, residential		871		39		805		709		2,424		212,731			215,155
Agricultural & Farmland		—		—		—		—		—		5,703			5,703
Consumer installment loans		805		318		67		723		1,913		40,496			42,409
Less: Unearned income		—		—		—		—		—		(731	)		(731	)
	$	2,388	$	767	$	872	$	4,249	$	8,276	$	662,659		$	670,935

Note 4 – Loans, continued

	December 31, 2019
(in thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Nonaccrual		Total Past Due & Nonaccrual		Current Loans			Total Loans
Commercial and industrial	$	1,652	$	—	$	—	$	441	$	2,093	$	75,189		$	77,282
Real estate – construction, commercial		820		—		—		929		1,749		36,290			38,039
Real estate – construction, residential		241		—		—		—		241		26,537			26,778
Real estate – mortgage, commercial		3,194		—		—		1,931		5,125		246,699			251,824
Real estate – mortgage, residential		319		217		369		713		1,618		206,876			208,494
Agricultural & Farmland		—		—		—		—		—		5,953			5,953
Consumer installment loans		894		408		—		776		2,078		37,124			39,202
Less: Unearned income		—		—		—		—		—		(738	)		(738	)
	$	7,120	$	625	$	369	$	4,790	$	12,904	$	633,930		$	646,834

Note 5 – Allowance for Loans Losses

A summary of changes in the allowance for loans losses for March 31, 2020 and December 31, 2019 is as follows:

	March 31, 2020			December 31, 2019
(in thousands)
Allowance, beginning of period	$	4,572		$	3,580
Charge-Offs
Commercial and industrial	$	—		$	(43	)
Real estate, mortgage		—			(4	)
Consumer and other loans		(319	)		(914	)
Total charge-offs		(319	)		(961	)
Recoveries
Commercial and industrial	$	1		$	—
Real estate, mortgage		—			6
Consumer and other loans		68			205
Total recoveries		69			211
Net charge-offs		(250	)		(750	)
Provision for loan losses		575			1,742
Allowance, end of period	$	4,897		$	4,572

Note 5 – Allowance for Loans Losses, continued

(in thousands)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment			Total
March 31, 2020
Commercial and industrial	$	270	$	81,907		$	82,177
Agricultural		—		309			309
Real Estate – construction, commercial		—		42,527			42,527
Real Estate – construction, residential		—		27,152			27,152
Real Estate – mortgage, commercial		412		256,131			256,543
Real Estate – mortgage, residential		395		214,760			215,155
Real Estate – mortgage, farmland		—		5,394			5,394
Consumer installment loans		—		42,409			42,409
Gross loans		1,077		670,589			671,666
Less: Unearned income		—		(731	)		(731	)
Total	$	1,077	$	669,858		$	670,935

(in thousands)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment			Total
December 31, 2019
Commercial and industrial	$	280	$	77,002		$	77,282
Agricultural		—		446			446
Real Estate – construction, commercial		—		38,039			38,039
Real Estate – construction, residential		—		26,778			26,778
Real Estate – mortgage, commercial		733		251,091			251,824
Real Estate – mortgage residential		395		208,099			208,494
Real Estate – mortgage, farmland		—		5,507			5,507
Consumer installment loans		—		39,202			39,202
Gross loans		1,408		646,164			647,572
Less: Unearned income		—		(738	)		(738	)
Total	$	1,408	$	645,426		$	646,834

The following table presents information related to impaired loans, by portfolio segment, at the dates presented.

	March 31, 2020
(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no specific allowance recorded:
Real estate – mortgage, residential	$	395	$	395	$	—	$	395	$	—
With an allowance recorded:
Commercial and industrial		270		270		135		275		1
Real estate – mortgage, commercial		412		412		96		573		4
	$	1,077	$	1,077	$	231	$	1,243	$	5

Note 5 – Allowance for Loans Losses, continued

	December 31, 2019
(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no specific allowance recorded:
Real estate – mortgage, residential	$	395	$	395	$	—	$	527	$	7
With an allowance recorded:
Commercial and industrial		280		280		143		286		2
Real estate – mortgage, commercial		733		733		98		734		5
	$	1,408	$	1,408	$	241	$	1,547	$	14

Purchased loans from the 2016 River Bancorp, Inc. acquisition had remaining balances (in thousands) of $16,158 and 19,686 as of March 31, 2020 and December 31, 2019, respectively. Of these balances three loan relationships were considered specifically impaired purchased credit-impaired loans. One of these relationships was resolved during 2018 and the Company recovered $200 of the balance previously written-off. During the first quarter of 2019, another loan relationship was resolved and the Company recovered $200 of the balance previously written-off. At March 31, 2020, the remaining specifically impaired purchase-credit impaired (“PCI”) loans totaled $2,223 with a specific impairment of $190. The following table presents the recorded investment in the segments of the River Bancorp, Inc. purchased loans as of March 31, 2020 and December 31, 2019 (in thousands):

	March 31, 2020		December 31, 2019
Real Estate
Construction loans and all land development and other land loans	$	917	$	1,397
Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit		2,770		2,709
Secured by first liens		6,240		6,971
Secured by junior liens		175		394
Secured by multifamily (5 or more) residential properties		61		63
Loans secured by owner-occupied, nonfarm nonresidential properties		4,210		4,459
Loans secured by other nonfarm nonresidential properties		544		2,322
Commercial and Industrial		1,152		1,272
Other
Other revolving credit plans		23		26
Automobile loans		9		10
Other consumer loans		57		63
Total	$	16,158	$	19,686

Note 5 – Allowance for Loans Losses, continued

The following table presents the Company’s loan portfolio by internal loan grade (in thousands) as of March 31, 2020 and December 31, 2019:

	March 31, 2020
	Grade 1 Prime		Grade 2 Desirable		Grade 3 Good		Grade 4 Acceptable		Grade 5 Pass/Watch		Grade 6 Special Mention		Grade 7 Substandard		Total
Commercial and industrial	$	1,618	$	1,428	$	35,586	$	41,167	$	926	$	883	$	569	$	82,177
Agricultural		—		104		139		66		—		—		—		309
Real Estate – construction, commercial		—		1,563		25,044		14,865		102		—		953		42,527
Real Estate – construction, residential		—		—		9,359		14,174		3,619		—		—		27,152
Real Estate – mortgage, commercial		—		3,675		125,197		114,441		9,193		1,444		2,593		256,543
Real Estate – mortgage residential		—		3,570		103,297		103,716		2,987		249		1,336		215,155
Real Estate – mortgage, farmland		1,410		116		1,702		2,166		—		—		—		5,394
Consumer installment loans		373		54		17,627		23,524		110		—		721		42,409
Gross loans		3,401		10,510		317,951		314,119		16,937		2,576		6,172		671,666
Less: Unearned income																(731	)
Total															$	670,935

	December 31, 2019
	Grade 1 Prime		Grade 2 Desirable		Grade 3 Good		Grade 4 Acceptable		Grade 5 Pass/Watch		Grade 6 Special Mention		Grade 7 Substandard		Total
Commercial and industrial	$	1,509	$	924	$	35,012	$	37,298	$	568	$	1,488	$	483	$	77,282
Agricultural		—		118		168		160		—		—		—		446
Real Estate – construction, commercial		—		1,454		24,667		10,850		102		—		966		38,039
Real Estate – construction, residential		—		139		9,355		14,331		2,953		—		—		26,778
Real Estate – mortgage, commercial		—		4,971		118,488		114,598		9,273		1,935		2,559		251,824
Real Estate – mortgage residential		—		4,611		100,665		98,116		3,470		130		1,502		208,494
Real Estate – mortgage, farmland		1,467		134		1,736		2,170		—		—		—		5,507
Consumer installment loans		293		72		17,872		20,067		116		—		782		39,202
Gross loans		3,269		12,423		307,963		297,590		16,482		3,553		6,292		647,572
Less: Unearned income																(738	)
Total															$	646,834

The Company also utilizes the grades 8 (Doubtful) and 9 (Loss). There were no loans classified in these categories at March 31, 2020 and December 31, 2019.

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, collateral adequacy, credit documentation, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis typically includes larger, non-homogeneous loans such as commercial real estate and commercial and industrial loans. This analysis is performed on an ongoing basis as new information is obtained. The Company uses the following definitions for risk ratings:

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

Risk Grade 2 – Desirable Loans: This grade is reserved for new loans that are within guidelines and where the borrowers have documented significant overall financial strength. A liquid financial statement is generally a financial statement with substantial liquid assets, particularly relative to the debts. These loans have excellent sources of repayment, with no significant identifiable risk of collection, and conform in all respects to policy, guidelines, underwriting standards, and federal and state regulations (no exceptions of any kind).

Note 5 – Allowance for Loans Losses, continued

Risk Grade 3 – Good Loans: This grade is reserved for loans which exhibit satisfactory credit risk. These loans have adequate sources of repayment, with little identifiable risk of collection. Generally, loans assigned this risk grade will demonstrate the following characteristics: (1) conformity in all respects with policy, guidelines, underwriting standards, and federal and state regulations (no exceptions of any kind), (2) documented historical cash flow that meets or exceeds required minimum Blue Ridge Bank guidelines, or that can be supplemented with verifiable cash flow from other sources, and (3) adequate secondary sources to liquidate the debt, including combinations of liquidity, liquidation of collateral, or liquidation value to the net worth of the borrower or guarantor.

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

Risk Grade 5 – Pass/Watch Loans: This grade is for satisfactory loans containing acceptable but elevated risk. These loans are characterized by borrowers who have a marginal cash flow, marginal profitability, or have experienced an unprofitable year and declining financial condition. The borrower has in the past satisfactorily handled debts with the bank, but in recent months has either been late, delinquent in making payments, or made sporadic payments. While the bank continues to be adequately secured, margins have decreased or are decreasing, despite the borrower’s continued satisfactory condition. These loans require more diligent monitoring due to characteristics such as: (1) additional exceptions to Blue Ridge Bank's policy requirements, product guidelines or underwriting standards that present a higher degree of risk, (2) unproved, insufficient or marginal primary sources of repayment that appear sufficient to service the debt at this time, and (3) marginal or unproven secondary sources to liquidate the debt, including combinations of liquidation of collateral and liquidation value to the net worth of the borrower or guarantor.

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

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

Risk Grade 8 – Doubtful: Loans classified Doubtful have all the weaknesses inherent in loans classified Substandard, plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. However, these loans are not yet rated as loss because certain events may occur which would salvage the debt. Among these events are: (1) injection of capital, (2) alternative financing, (3) liquidation of assets or the pledging of additional collateral, and (4) the ability of the borrower to service the debt is extremely weak, overdue status is constant, the debt has been placed on non-accrual status, and no definite repayment schedule exists. Doubtful is a temporary grade where a loss is expected but is presently not quantified with any degree of accuracy. Once the loss position is determined, the amount is charged off.

Risk Grade 9 – Loss: Loans classified Loss are considered uncollectable and of such little value that their continuance as assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this worthless loan even though partial recovery may be effected in the future. Probable Loss portions of Doubtful assets should be charged against the reserve for loan losses. Loans may reside in this classification for administrative purposes for a period not to exceed the earlier of thirty (30) days or calendar quarter-end.

Note 6 - Derivative Financial Instruments and Hedging Activities

During the first quarter of 2019, the Company entered into an interest rate swap agreement (‘‘swap agreement’’) to facilitate the risk management strategies needed in order to accommodate the needs of its banking customers. The Company mitigates the risk of entering into these loan agreements by entering into equal and offsetting swap agreements with a highly rated third-party financial institution. This back-to-back swap agreement is a free-standing derivative and is recorded at fair value in the Company’s consolidated balance sheets (asset positions are included in other assets and liability positions are included in other liabilities) as of March 31, 2020.

	March 31, 2020
	Notional Amount		Fair Value
(in thousands)
Interest Rate Swap Agreements
Receive Fixed/Pay Variable Swaps	$	2,134	$	381
Pay Fixed/Receive Variable Swaps		2,134		(381	)

The Company has entered into various cash flow hedges as defined by ASC 815-20 during 2019 and 2020. The objective of this interest rate swap was to hedge the risk of variability in its cash flows attributable to changes in the 3-month London Inter-Bank Offered Rate (“LIBOR”) benchmark rate component of forecasted 3-month fixed rate funding advances from the FHLB. The hedging objective was to reduce the interest rate risk associated with the Company’s fixed rate advances from the designation date and going through the maturity date. The identified hedge layers are summarized as follows, (in thousands):

3-Month LIBOR		Cash & Securities		Period Hedged
Hedged Notional		Exposure Hedged		From	To
$	15,000	$	15,000	July 1, 2019	July 1, 2022
	25,000		25,000	August 2, 2019	February 2, 2023
	10,000		10,000	August 29, 2019	August 29, 2023

Each hedge layer identified in the table above has a variable receive leg of 3-month LIBOR and a fixed pay leg of 1.80%.

At the time the hedges identified in the table above expire, new hedges will begin summarized as follows (in thousands):

3-Month LIBOR		Cash & Securities		Period Hedged
Hedged Notional		Exposure Hedged		From	To
$	15,000	$	15,000	July 1, 2022	July 1, 2032
	25,000		25,000	February 2, 2023	February 2, 2033
	10,000		10,000	August 29, 2023	August 29, 2033

Each hedge layer identified in the table above has a variable receive leg of 3-month LIBOR and a fixed pay leg ranging from 0.92% to 0.95%.

Beginning in 2020, the Company entered into three additional hedges summarized as follows (in thousands):

3-Month LIBOR		Cash & Securities		Period Hedged
Hedged Notional		Exposure Hedged		From	To
$	20,000	$	20,000	March 13, 2020	March 13, 2030
	35,000		35,000	May 6, 2020	May 6, 2027
	10,000		10,000	May 29, 2020	May 29, 2027

Each hedge layer identified in the table above has a variable receive leg of 3-month LIBOR and a fixed pay leg ranging from 0.83% to 0.86%.

The Company had cash collateral with the counterparty of these hedges of $4.6 million as of March 31, 2020.

Note 6 - Derivative Financial Instruments and Hedging Activities, continued

The Bank also participates in a “mandatory” delivery program for its government guaranteed and conventional mortgage loans held for sale. Under the mandatory delivery system, loans with interest rate locks are paired with the sale of a to be announced mortgage-backed security bearing similar attributes. Under the mandatory delivery program, the Bank commits to deliver loans to an investor at an agreed upon price prior to the close of such loans. This differs from a “best efforts” delivery, which sets the sale price with the investor on a loan-by-loan basis when each loan is locked.

Note 7 – Employee Benefit Plan

The Company has a 401(k) Profit Sharing Plan that covers eligible employees. Employees may make voluntary contributions subject to certain limits based on federal tax laws. The Bank matches 100% of an employee’s contribution up to 5% of his or her salary following one year of continuous service and the benefits vest immediately. The Company’s Board of Directors may make additional contributions at its discretion. Employees become eligible to participate in the discretionary contributions after one year of continuous service and the benefits vest over a five-year period. For the three months ended March 31, 2020 and 2019, total expenses attributable to this plan were $165,730 and $133,167, respectively.

In 2013, the Company established an ESOP that covers eligible employees. Benefits in the ESOP vest over a five-year period. Contributions to the plan are made at the discretion of the Board of Directors and may include both the matching component to employees’ elective deferrals into the 401(k) plan and discretionary profit contributions. The ESOP held 79,800 total shares of Company’s common stock at March 31, 2020 and December 31, 2019. All shares issued to and held by the ESOP are considered outstanding in the computation of earnings per share. The Plan or the Company is required to purchase shares from separated employees at a price determined by an established securities market, otherwise a third-party valuation is required.

Note 8 – Stock-Based Compensation

The Company has granted restricted stock awards to employees under the Blue Ridge Bankshares, Inc. Equity Incentive Plan. The restricted stock awards are considered fixed awards as the number of shares and fair value is known at the date of grant and the fair value at the grant date is amortized over the vesting period. Non-cash compensation expense recognized in the Consolidated Statements of Income related to restricted stock awards, net of forfeitures, was $79 thousand and $51 thousand for the three months ended March 31, 2020 and 2019, respectively. The fair value of restricted stock awards at both March 31, 2020 and December 31, 2019 was $1.3 million.

Note 9– Fair Value

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

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

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

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

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

Note 9– Fair Value, continued

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

Securities

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash 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. The carrying value of restricted FRB and FHLB stock approximates fair value based upon the redemption provisions of each entity and is therefore excluded from the following table.

The following tables present the balances of financial assets measured at fair value on a recurring basis:

	March 31, 2020
(In thousands)	Total		Level 1		Level 2		Level 3
Available for sale securities
U.S. Treasury and agencies	$	985	$	—	$	985	$	—
Mortgage backed securities		87,580		—		87,580		—
Corporate bonds		10,367		—		10,367		—
Total securities available for sale	$	98,932	$	—	$	98,932	$	—

	December 31, 2019
(In thousands)	Total		Level 1		Level 2		Level 3
Available for sale securities
U.S. Treasury and agencies	$	2,449	$	—	$	2,449	$	—
Mortgage backed securities		95,485		—		95,485		—
Corporate bonds		10,637		—		10,637		—
Total securities available for sale	$	108,571	$	—	$	108,571	$	—

Certain financial assets are measured at fair value on a nonrecurring basis in accordance with U.S. GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.

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

Loans Held for Sale

Mortgage loans originated or purchased and intended for sale in the secondary market are carried at the lower of cost or estimated market value in the aggregate. The agreed upon sales price is considered fair value as all of these loans are under agreements to sell to investors at the time of origination. This amount is generally the loan’s principal amount. Changes in fair value are recognized in the Gain on Sale of Mortgages on the Consolidated Statements of Income.

Other Real Estate Owned

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

The Company markets OREO both independently and with local realtors. Properties marketed by realtors are discounted by selling costs. Properties that the Company markets independently are not discounted by selling costs.

The Company had no OREO at March 31, 2020 and December 31, 2019.

Note 10 – Disclosures About Fair Value of Financial Instruments

The estimated fair values, and related carrying amounts, of the Company’s financial instruments at the dates presented are as follows:

			Fair Value Measurements at March 31, 2020
	Carrying Amount			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
(in thousands)
Financial Assets
Cash and short-term investments	$	67,158		$	67,158	$	—	$	—	$	67,158
Federal funds sold		164			164		—		—		164
Investment securities		120,255			—		121,690		—		121,690
Loans held for sale		90,019			—		90,019		—		90,019
Net loans held for investment		666,038			—		—		696,476		696,476
Accrued interest receivable		2,486			—		2,486		—		2,486
Bank-owned life insurance		14,827			—		14,827		—		14,827
Financial Liabilities
Deposits		769,160			—		598,213		176,931		775,144
Other borrowed funds		140,900			—		142,239		—		142,239
Subordinated debt, net		9,809			—		—		9,809		9,809
Accrued interest payable		674			—		674		—		674

			Fair Value Measurements at December 31, 2019
	Carrying Amount			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
(in thousands)
Financial Assets
Cash and short-term investments	$	60,026		$	60,026	$	—	$	—	$	60,026
Federal funds sold		480			480		—		—		480
Investment securities		128,897			—		129,359		—		129,359
Loans held for sale		55,646			—		55,646		—		55,646
Net loans held for investment		642,262			—		—		643,878		643,878
Accrued interest receivable		2,590			—		2,590		—		2,590
Bank-owned life insurance		14,734			—		14,734		—		14,734
Financial Liabilities
Deposits		722,030			—		542,805		168,736		711,541
Other borrowed funds		124,800			—		124,971		—		124,971
Subordinated debt, net		9,800			—		—		9,784		9,784
Accrued interest payable		706			—		706		—		706

Note 11 – Business Segments

The Company utilizes its subsidiaries and divisions to provide multiple business segments including retail banking, mortgage banking, and payroll processing services. Revenues from retail banking operations consist primarily of interest earned on loans and investment securities and service charges on deposit accounts. Mortgage banking operating revenues consist principally of gains on sales of loans in the secondary market, loan origination fee income and interest earned on mortgage loans held for sale. Revenues from payroll services consist of fees charged to customers for payroll services.

The following tables present revenues and expenses by segment for the three months ended March 31, 2020 and March 31, 2019.

	Three Months Ended March 31, 2020
(in thousands)	Blue Ridge Bank		Blue Ridge Bank Mortgage Division			MoneyWise Payroll Solutions, Inc.			Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
Revenues:
Interest income	$	10,057	$	362		$	—		$	4		$	—		$	10,423
Service charges on deposit accounts		272		—			—			—			—			272
Mortgage banking income, net		—		3,861			—			—			—			3,861
Payroll processing revenue		—		—			303			—			—			303
Other operating income		568		—			—			—			(6	)		562
Total income		10,897		4,223			303			4			(6	)		15,421
Expenses:
Interest expense		2,121		102			—			177			—			2,400
Provision for loan losses		575		—			—			—			—			575
Salary and benefits		3,320		3,908			113			—			—			7,341
Other operating expenses		2,559		1,105			130			209			(6	)		3,997
Total expense		8,575		5,115			243			386			(6	)		14,313
Income (loss) before income taxes		2,322		(892	)		60			(382	)		—			1,108
Income tax expense (benefit)		485		(188	)		13			(43	)		—			267
Net income (loss)	$	1,837	$	(704	)	$	47		$	(339	)	$	—		$	841
Net (income) loss attributable to noncontrolling interest	$	—	$	—		$	(9	)	$	—		$	—		$	(9	)
Net income (loss) attributable to Blue Ridge Bankshares, Inc.	$	1,837	$	(704	)	$	38		$	(339	)	$	—		$	832

Note 11 – Business Segments, continued

	Three Months Ended March 31, 2019
(in thousands)	Blue Ridge Bank		Blue Ridge Bank Mortgage Division		MoneyWise Payroll Solutions, Inc.			Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
Revenues:
Interest income	$	6,493	$	178	$	—		$	—		$	—		$	6,671
Service charges on deposit accounts		134		—		—			—			—			134
Mortgage banking income, net		—		3,062		—			—			—			3,062
Payroll processing revenue		—		—		280			—			—			280
Other operating income		430		—		—			—			(7	)		423
Total income		7,057		3,240		280			—			(7	)		10,570
Expenses:
Interest expense		1,550		95		—			177			—			1,822
Provision for loan losses		295		—		—			—			—			295
Salary and benefits		2,017		2,143		86			—			—			4,246
Other operating expenses		1,764		724		113			10			(7	)		2,604
Total expense		5,626		2,962		199			187			(7	)		8,967
Income (loss) before income taxes		1,431		278		81			(187	)		—			1,603
Income tax expense (benefit)		285		59		14			(37	)		—			321
Net income (loss)	$	1,146	$	219	$	67		$	(150	)	$	—		$	1,282
Net (income) loss attributable to noncontrolling interest	$	—	$	—	$	(13	)	$	—		$	—		$	(13	)
Net income (loss) attributable to Blue Ridge Bankshares, Inc.	$	1,146	$	219	$	54		$	(150	)	$	—		$	1,269

Note 12 - Other Borrowed Funds

Other Borrowings of $140.9 million at March 31, 2020 are composed of advances from the FHLB. The Company utilizes the FHLB advance programs to fund loan growth and provide liquidity. Other borrowings increased $16.1 million from $124.8 million at December 31, 2019.

(Dollars in thousands)

March 31,

2020

December 31,

2019

FHLB borrowings

140,900

124,800

Weighted average interest rate

1.43

1.92

Note 13 - Subordinated Debt

On November 20, 2015, the Company entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with 14 institutional accredited investors under which the Company issued an aggregate of $10,000,000 of subordinated notes (the “Notes”) to the institutional accredited investors. The Notes have a maturity date of December 1, 2025. The Notes bear interest, payable on the 1st of June and December of each year, commencing June 1, 2016, at a fixed rate of 6.75% per year for the first five years, and thereafter will bear a floating interest rate of LIBOR plus 512.8 basis points. The Notes are not convertible into common stock or preferred stock and are not callable by the holders. The Company has the right to redeem the Notes, in whole or in part, without premium or penalty, at any interest payment date on or after December 1, 2020 and prior to the maturity date, but in all cases in a principal amount with integral multiples of $1,000, plus interest accrued and unpaid through the date of redemption. If an event of default occurs, such as the bankruptcy of the Company, the holder of a Note may declare the principal amount of the Note to be due and immediately payable. The Notes are unsecured, subordinated obligations of the Company and will rank junior in right of payment to the Company’s existing and future senior indebtedness. The Notes qualify as Tier 2 capital for regulatory reporting.

Note 13 - Subordinated Debt, continued

As part of the transaction, the Company incurred issuance costs totaling $338,813. These costs are being amortized over the life of the Notes. The following table summarizes the balance of the Notes and related issuance costs at March 31, 2020 and December 31, 2019:

	March 31,			December 31,
(In thousands)	2020			2019
Subordinated debt	$	10,000		$	10,000
Unamortized issuance costs		(191	)		(200	)
Subordinated debt, net	$	9,809		$	9,800

Note 14 - Revenue from Contracts with Customers

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is a comprehensive revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services.

Interest income, loan fees, realized securities gains and losses, bank owned life insurance income, small business investment company income, and mortgage banking revenue are not in the scope of ASC Topic 606. All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized within noninterest income in the consolidated statements of income. Incremental costs of obtaining a contract are expensed when incurred when the amortization period is one year or less.

A description of the Company’s significant sources of revenue accounted for under ASC 606 is as follows:

Service fees on deposit accounts are fees charged to deposit customers for transaction-based, account maintenance and overdraft services. Transaction-based fees, which are earned based on specific transactions or customer activity within a customer’s deposit account, are recognized at the time the related transaction or activity occurs, as it is at this point when the customer’s request has been fulfilled. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the performance obligation was satisfied. Overdraft fees are recognized when the overdraft occurs. Service fees on deposit accounts are paid through a direct charge to the customer’s account.

Bank card revenue is comprised of interchange revenue and automated teller machine “ATM” fees. Interchange revenue is earned when bank debit and credit cardholders conduct transactions through VISA, MasterCard, and other payment networks. Interchange fees represent a percentage of the underlying cardholder’s transaction value and are generally recognized daily, concurrent with the transaction processing services provided to the cardholder. ATM fees are earned when a non-Bank cardholder uses a Bank ATM. ATM fees are recognized daily, as the related ATM transactions are settled.

Payroll processing income is comprised of fees charged to customers for payroll services through MoneyWise Payroll Solutions, Inc., of which Blue Ridge Bank, N.A. owns a controlling interest.

The following table (in thousands) illustrates our total non-interest income segregated by revenues within the scope of ASC Topic 606 and those which are within the scope of other ASC Topics:

	Three Months Ended March 31,
	2020		2019
Service fees on deposit accounts	$	272	$	134
Bank card revenue		289		136
Payroll processing income		303		280
Revenue from contracts with customers		864		550
Non-interest income within scope of other ASC topics		4,134		3,349
Total noninterest income	$	4,998	$	3,899

Note 15 – Leases

On January 1, 2019, the Company adopted ASU No. 2016-02 “Leases (Topic 842)” and all subsequent ASUs that modified Topic 842. The Company elected the prospective application approach provided by ASU 2018-11 and did not adjust prior periods for ASC 842. The Company also elected certain practical expedients within the standard and consistent with such elections did not reassess whether any expired or existing contracts are or contain leases, did not reassess the lease classification for any expired or existing leases, and did not reassess any initial direct costs for existing leases. The implementation of the new standard resulted in recognition of a right-of-use asset and lease liability of $7.0 million at the date of adoption, which is related to the Company’s lease of premises used in operations. The right-of-use asset and lease liability are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets.

Lease liabilities represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows. Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor.

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

The following tables present information about the Company’s leases:

(Dollars in thousands)	March 31, 2020
Lease liabilities	$	6,441
Right-of-use assets	$	6,302
Weighted average remaining lease term	5.93 years
Weighted average discount rate		2.75	%

	For the Three Months Ended March 31,
Lease Cost (in thousands)	2020		2019
Operating lease cost	$	431	$	348
Total lease cost	$	431	$	348
Cash paid for amounts included in the measurement of lease liabilities	$	414	$	308

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities is as follows:

	As of
Lease payments due (in thousands)	March 31, 2020
Nine months ending December 31, 2020	$	1,257
Twelve months ending December 31, 2021		1,327
Twelve months ending December 31, 2022		1,114
Twelve months ending December 31, 2023		991
Twelve months ending December 31, 2024		655
Twelve months ending December 31, 2025		492
Thereafter		1,535
Total undiscounted cash flows		7,371
Discount		(930	)
Lease liabilities	$	6,441

Note 16 – Subsequent Events

On April 7, 2020, the Company declared a quarterly dividend of $0.1425 per share payable on April 30, 2020 to shareholders of record as of April 22, 2020.

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

The following presents management’s discussion and analysis of our consolidated financial condition and the results of our operations. This discussion should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in this Form 10-Q and the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019. Results of operations for the three month period ended March 31, 2020 are not necessarily indicative of the results of operations for the balance of 2020, or for any other period. As used in this report, the terms “Blue Ridge,” “Company,” “we,” “us,” and “our” refer to Blue Ridge Bankshares, Inc. and its consolidated subsidiaries. The term “Bank” refers to Blue Ridge Bank, National Association.

Cautionary Note About Forward-Looking Statements

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

The following factors, among others, could cause our financial performance to differ materially from that expressed in such forward-looking statements:

•

the strength of the United States economy in general and the strength of the local economies in which we conduct operations;

•

geopolitical conditions, including acts or threats of terrorism, or actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad;

•

the recent COVID-19 pandemic and the associated efforts to limit the spread of the virus;

•

the occurrence of significant natural disasters, including severe weather conditions, floods, health related issues, and other catastrophic events;

•

our management of risks inherent in our real estate loan portfolio, and the risk of a prolonged downturn in the real estate market, which could impair the value of our collateral and our ability to sell collateral upon any foreclosure;

•

changes in consumer spending and savings habits;

•

technological and social media changes;

•

the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), inflation, interest rate, market and monetary fluctuations;

•

changing bank regulatory conditions, policies or programs, whether arising as new legislation or regulatory initiatives, that could lead to restrictions on activities of banks generally, or our subsidiary bank in particular, more restrictive regulatory capital requirements, increased costs, including deposit insurance premiums, regulation or prohibition of certain income producing activities or changes in the secondary market for loans and other products;

•

the impact of changes in financial services policies, laws and regulations, including laws, regulations and policies concerning taxes, banking, securities and insurance, and the application thereof by regulatory bodies;

•

the impact of changes in laws, regulations and policies affecting the real estate industry;

•

the effect of changes in accounting policies and practices, as may be adopted from time to time by bank regulatory agencies, the Securities and Exchange Commission (the “SEC”), the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, (the “FASB”) or other accounting standards setting bodies;

•

the timely development of competitive new products and services and the acceptance of these products and services by new and existing customers;

•

the willingness of users to substitute competitors' products and services for our products and services;

•

the effect of acquisitions we may make, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions;

•

changes in the level of our nonperforming assets and charge-offs;

•

our involvement, from time to time, in legal proceedings and examination and remedial actions by regulators;

•

potential exposure to fraud, negligence, computer theft and cyber-crime.

•

Blue Ridge’s ability to pay dividends; and

•

other risks and factors identified in the “Risk Factors” sections and elsewhere in documents Blue Ridge files from time to time with the SEC.

On December 15, 2019, the Company completed its acquisition of Virginia Community Bankshares, Inc. (“VCB”). In addition to the factors described above, the Company’s operations, performance, business strategy and results may be affected by the following factors:

•

cost savings from the merger may not be fully realized or realized within the expected timeframe;

•

the businesses of the Company and/or VCB may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected;

•

revenues following the merger may be lower than expected; and

•

customer and employee relationships and business operations may be disrupted by the merger.

The COVID-19 pandemic is having a swift and seismic impact on the economy. Recognizing this impact, in March 2020, the Company quickly pivoted to an aggressive borrower outreach campaign to discuss immediate and foreseeable effects on businesses in its market areas. The significant uncertainty surrounding the duration of shutdowns and a return to normal consumer and business behavior make the ultimate outcomes difficult to predict, but the Company is managing its efforts around a worst-case scenario. The Company has undertaken substantial efforts to reduce noninterest expense levels, including personnel costs. The Company is also performing a deep review of market and division line profitability. The Company took advantage of the decline in interest rates triggered by COVID-19 to reduce cost of funds and to restructure and extend liability pricing, which will be more pronounced in future quarters. Branch operations were redirected to drive-thru and digital channels across the bank in mid-March. Lending focus shifted from loan originations to portfolio maintenance and protection, which includes working with borrowers on loan deferrals.

The Company is evaluating the possible long-term implications of the response to COVID-19 to its operations, and to the financial services industry as a whole. The Company believes that the sudden then sustained shift in the conduct of banking business away from branch locations will accelerate the move to digital channels by users of financial services. The potential direction of this consumer behavior will likely generate a substantive impact on the Company’s strategic planning, and it is reasonable to expect that the value of bricks and mortar locations will likely decline as preferences shift in a world impacted by social distancing.

In April 2020, the Company received Small Business Administration (“SBA”) approval to administer loans in the Paycheck Protection Program (“PPP”) and is expected to earn SBA processing fees of approximately $9.0 million. The fees earned may be lower due to some borrowers not completing the closing process.

The foregoing factors should not be considered exhaustive and should be read together with other cautionary statements that are included in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2019. We caution you not to place undue reliance on our forward-looking information and statements. We will not update the forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible for us to predict their occurrence or how they will affect us.

Critical Accounting Policies

General

The accounting principles Blue Ridge applies under accounting principles generally accepted in the United States of America (“U.S. GAAP”) are complex and require management to apply significant judgment to various accounting, reporting and disclosure matters. Management must use assumptions, judgments and estimates when applying these principles where precise measurements are not possible or practical. These policies are critical because they are highly dependent upon subjective or complex judgments, assumptions and estimates. Changes in such judgments, assumptions and estimates may have a significant impact on the consolidated financial statements. Actual results, in fact, could differ from initial estimates.

The accounting policies Blue Ridge views as critical are those relating to judgments, assumptions and estimates regarding the determination of the allowance for loan losses, the fair value measurements of certain assets and liabilities, and accounting for other real estate owned.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level believed to be adequate by Blue Ridge to absorb probable losses inherent in the portfolio and is based on the size and current risk characteristics of the loan portfolio, an assessment of individual problem loans and actual loss experience, current economic events in specific industries and other pertinent factors such as regulatory guidance and general economic conditions. The allowance is established through a provision for loan losses charged to earnings. Loans identified as losses and deemed uncollectible by management are charged to the allowance. Subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is evaluated on a regular basis by management.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired, for which an allowance is established when the fair value of the loan is lower than its carrying value. The general component covers non-impaired loans and is based on historical loss experience adjusted for qualitative factors. Historical losses are categorized into risk-similar loan pools and a loss ratio factor is applied to each group’s loan balances to determine the allocation.

Qualitative and environmental factors include external risk factors that Blue Ridge believes affects its overall lending environment. Environmental factors that Blue Ridge routinely analyzes include levels and trends in delinquencies and impaired loans, levels and trends in charge-offs and recoveries, trends in volume and terms of loans, effects of changes in risk selection and underwriting practices, experience, ability, depth of lending management and staff, national and local economic trends, conditions such as unemployment rates, housing statistics, banking industry conditions, and the effect of changes in credit concentrations. Determination of the allowance is inherently subjective as it requires significant estimates, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience and consideration of current economic trends, all of which may be susceptible to significant change.

Credit losses are an inherent part of the Company’s business and, although Blue Ridge believes the methodologies for determining the allowance for loan losses and the current level of the allowance are appropriate, it is possible that there may be unidentified losses in the portfolio at any particular time that may become evident at a future date pursuant to additional internal analysis or regulatory comment, including the adverse impact COVID-19 could have on the loan portfolio which is difficult to assess at this time. Additional provisions for such losses, if necessary, would be recorded, and would negatively impact earnings.

Allowance for Loan Losses—Acquired Loans

Acquired loans accounted for under Accounting Standards Codification (“ASC”) 310-30

For our acquired loans, to the extent that we experience a deterioration in borrower credit quality resulting in a decrease in our expected cash flows subsequent to the acquisition of the loans, an allowance for loan losses would be established based on our previously described allowance methodology

Acquired loans accounted for under ASC 310-20

Subsequent to the acquisition date, we establish our allowance for loan losses through a provision for loan losses based upon an evaluation process that is similar to our evaluation process used for originated loans. This evaluation, which includes a review of loans on which full collectability may not be reasonably assured, considers, among other factors, the estimated fair value of the underlying collateral, economic conditions, historical net loan loss experience, carrying value of the loans, which includes the remaining net purchase discount or premium, and other factors that warrant recognition in determining our allowance for loan losses.

Purchased Credit-Impaired Loans

Purchased credit-impaired ("PCI") loans, which are the loans acquired in our acquisition of Virginia Community Bank, are loans acquired at a discount (that is due, in part, to credit quality). These loans are initially recorded at fair value (as determined by the present value of expected future cash flows) with no allowance for loan losses. We account for interest income on all loans acquired at a discount (that is due, in part, to credit quality) based on the acquired loans' expected cash flows. The acquired loans may be aggregated and accounted for as a pool of loans if the loans being aggregated have common risk characteristics. A pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flow. The difference between the cash flows expected at acquisition and the investment in the loans, or the "accretable yield," is recognized as interest income utilizing the level-yield method over the life of each pool. Increases in expected cash flows subsequent to the acquisition are recognized prospectively through adjustment of the yield on the pool over its remaining life, while decreases in expected cash flows are recognized as impairment through a loss provision and an increase in the allowance for loan losses. Therefore, the allowance for loan losses on these impaired pools reflect only losses incurred after the acquisition (representing the present value of all cash flows that were expected at acquisition but currently are not expected to be received).

We periodically evaluate the remaining contractual required payments due and estimates of cash flows expected to be collected. These evaluations, performed quarterly, require the continued use of key assumptions and estimates, similar to the initial estimate of fair value. Changes in the contractual required payments due and estimated cash flows expected to be collected may result in changes in the accretable yield and non-accretable difference or reclassifications between accretable yield and the non-accretable difference. On an aggregate basis, if the acquired pools of PCI loans perform better than originally expected, we would expect to receive more future cash flows than originally modeled at the acquisition date. For the pools with better than expected cash flows, the forecasted increase would be recorded as an additional accretable yield that is recognized as a prospective increase to our interest income on loans.

Fair Value Measurements

Blue Ridge determines the fair values of financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. Blue Ridge’s investment securities available-for-sale are recorded at fair value using reliable and unbiased evaluations by an industry-wide valuation service. This service uses evaluated pricing models that vary based on asset class and include available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable.

Other Real Estate Owned

Real estate acquired through, or in lieu of, foreclosure is held for sale and is stated at fair value of the property, less estimated disposal costs, if any. Any excess of cost over the fair value less costs to sell at the time of acquisition is charged to the allowance for loan losses. The fair value is reviewed periodically by management and any write downs are charged against current earnings.

Emerging Growth Company

Blue Ridge qualifies as an “emerging growth company,” as defined in the federal securities laws. For as long as it continues to be an emerging growth company, Blue Ridge may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, as an emerging growth company, Blue Ridge has elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to a company that is not an issuer (as defined under Section 2(a) of the Sarbanes-Oxley Act), if such standards apply to companies that are not issuers. This may make the Company’s financial statements not comparable with other public companies that are not emerging growth companies or that are emerging growth companies that have opted out of the extended transition period because of the potential differences in accounting standards used. Blue Ridge could be an emerging growth company for up to five years, although it could lose that status sooner if its gross revenues exceed $1.07 billion, if it issues more than $1.0 billion in non-convertible debt in a three-year period, or if the market value of its common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case Blue Ridge would no longer be an emerging growth company as of the following December 31.

Comparison of Financial Condition at March 31, 2020 and December 31, 2019

Total assets at March 31, 2020 were $1.03 billion, an increase of $66.8 million or 6.9%, from $960.8 million at December 31, 2019. The increase in assets was primarily driven by growth in both the loans held for sale and loans held for investment portfolios, as well as other assets. Loans held for sale totaled $90.0 million as of March 31, 2020, an increase of $34.4 million, or 61.2% compared to $55.6 million at December 31, 2019, while loans held for investment totaled $670.9 million as of March 31, 2020, an increase of $24.1 million, or 3.7% compared to $646.8 million at December 31, 2019. Other assets totaled $31.4 million at March 31, 2020, an increase of $9.9 million, or 46.3% compared to $21.5 million as of December 31, 2019. Investment securities decreased $8.6 million, or 6.7%, to $120.3 million at March 31, 2020 compared to $128.9 million at December 31, 2019. The decrease is attributable to paydowns in the bond portfolio.

The allowance for loan losses increased by $325 thousand during the first three months of 2020 to $4.9 million, or 0.73% of total loans held for investment as of March 31, 2020, compared to $4.6 million, or 0.71% of total loans held for investment as of December 31, 2019. Imbedded in the loans held for investment balance is the credit mark on the VCB loan portfolio as part of the acquisition accounting. This credit mark totaled $1.9 million and $2.2 million at March 31, 2020 and December 31, 2019, respectively.

At March 31, 2020, total liabilities were $937.3 million, an increase of $68.8 million, or 7.9% compared to $868.5 million at December 31, 2019. The increase in liabilities was concentrated in total deposit growth of $47.2 million, or 6.5%, to $769.2 million as of March 31, 2020 compared to $722.0 million at December 31, 2019. Federal Home Loan Bank of Atlanta (the “FHLB”) borrowings increased $16.1 million, or 12.9% to $140.9 million at March 31, 2020 compared to $124.8 million at December 31, 2019. Additionally, other liabilities totaled $17.5 million as of March 31, 2020, an increase of $5.6 million, or 47.4%, compared to $11.8 million at December 31, 2019.

Total shareholders’ equity decreased by $2.0 million to $90.3 million at March 31, 2020 compared to $92.3 million at December 31, 2019. The decrease was due to changes in other comprehensive income related to unrealized losses in the securities portfolio as well as unrealized losses related to interest rate swaps.

Comparison of Results of Operation for the Three Months Ended March 31, 2020 and 2019

For the three months ended March 31, 2020, Blue Ridge reported net income of $841 thousand, equal to basic and diluted income per common share of $0.15. For the three months ended March 31, 2019, net income was $1.3 million and both basic and diluted earnings per share were $0.38.

Net Interest Income. Net interest income is the amount by which interest earned on assets exceeds the interest paid on interest-bearing liabilities and is Blue Ridge’s primary revenue source. Net interest income is thereby affected by overall balance sheet growth, changes in interest rates and changes in the mix of investments, loans, deposits and borrowings. Blue Ridge’s principal interest earning assets are loans to individuals, businesses, and real estate investors, as well as its investment securities portfolio. Interest-bearing liabilities consist primarily of negotiable order of withdrawal and savings accounts, money market accounts, certificates of deposit, and FHLB advances. Generally, changes in net interest income are measured by the net interest rate spread and the net interest margin. The net interest rate spread is equal to the difference between the average rate earned on interest earning assets and the average rate incurred on interest-bearing liabilities. The net interest margin represents the difference between interest income and interest expense calculated as a percentage of average earning assets.

The following table shows the average balance sheets for the first three months of 2020 compared to the first three months of 2019. Also shown are the amounts of interest earned on interest-earning assets, with related yields, and interest expense on interest-bearing liabilities, with related rates.

	Three Months Ended March 31, 2020								Three Months Ended March 31, 2019
(Dollars in thousands)	Average Balance			Interest Income- Expense		Average Yields / Rates (1)			Average Balance			Interest Income- Expense		Average Yields / Rates (1)
Assets
Taxable investments (2)	$	111,575		$	759		2.72	%	$	49,818		$	440		3.53	%
Tax-free investments (2)		6,298			58		3.70	%		8,761			78		3.55	%
Total securities		117,873			817		2.77	%		58,579			518		3.54	%
Interest-bearing deposits in other banks		37,789			70		0.74	%		11,601			50		1.75	%
Federal funds sold		114			2		5.67	%		338			1		1.35	%
Loans held for sale		53,864			439		3.26	%		27,914			282		4.05	%
Loans held for investment (3)		655,670			9,105		5.55	%		425,089			5,834		5.49	%
Total interest-earning assets		865,310			10,433		4.82	%		523,521			6,685		5.11	%
Less allowance for loan losses		(4,608	)							(3,655	)
Total non-interest earning assets		88,123								27,809
Total assets	$	948,825							$	547,675
Liabilities & Shareholders’ equity
Interest-bearing demand and savings deposits	$	295,349		$	490		0.66	%	$	149,956		$	350		0.93	%
Time deposits		246,673			1,235		2.00	%		175,274			836		1.91	%
Total interest-bearing deposits		542,022			1,725		1.27	%		325,230			1,186		1.46	%
FHLB advances and other borrowings		130,116			675		2.07	%		82,608			637		3.08	%
Total interest-bearing liabilities		672,138			2,400		1.43	%		407,838			1,823		1.79	%
Demand deposits and other liabilities		184,197								90,150
Total liabilities		856,335								497,988
Shareholders’ equity		92,490								49,687
Total liabilities and shareholders’ equity	$	948,825							$	547,675
Interest rate spread							3.39	%							3.32	%
Net interest income and margin				$	8,033		3.71	%				$	4,862		3.70	%

(1)	Annualized.

(2)	Computed on a fully taxable equivalent basis.

(3)	Non-accrual loans have been included in the computations of average loan balances.

The increase in average interest-earning assets was primarily driven by an increase in average investment securities and average loans and resulted in increased interest income during the first three months of 2020. Total interest income increased by $3.7 million, or 56.1%, for the three-month period ended March 31, 2020 as compared to the same period in 2019.

Interest expense increased by $577 thousand, or 31.7% to $2.4 million for the three months ended March 31, 2020 as compared to $1.8 million during the first three months of 2019. Average interest bearing-liabilities increased by 64.8% for the three-month period ended March 31, 2020, as compared to the same period in 2019.

Net interest income for the three-month period ended March 31, 2020 was $8.0 million as compared to $4.8 million for the same period in 2019, an increase of 65.5%. The increase in net interest income during the period is primarily attributable to an increase in average earning assets from the acquisition of VCB in late 2019. Average earning assets increased $341.8 million to $865.3 million at March 31, 2020 compared to $523.5 million at March 31, 2019.

Interest income and expense are affected by changes in interest rates, by changes in the volumes of earning assets and interest-bearing liabilities, and by changes in the mix of these assets and liabilities. The following rate-volume variance analysis shows the year-to-date changes in the components of net interest income for the three months ended March 31, 2020 compared to the three months ended March 31, 2019.

	Three Months Ended March 31,
	2020 vs. 2019
	Increase/ (Decrease) Due to						Total Increase/
(Dollars in thousands)	Volume			Rate			(Decrease)
Interest Income
Taxable investments	$	546		$	(226	)	$	320
Tax-free investments		(22	)		2			(20	)
Interest bearing deposits in other banks		115			(95	)		20
Federal funds sold		(1	)		1			—
Loans available for sale		262			(106	)		156
Loans held for investment		3,164			109			3,273
Total interest income	$	4,064		$	(315	)	$	3,749
Interest Expense
Interest-bearing demand and savings deposits:	$	339		$	(199	)	$	140
Time deposits		340			59			399
FHLB advances and other borrowings		367			(328	)		39
Total interest expense		1,046			(468	)		578
Change in Net Interest Income	$	3,018		$	153		$	3,171

Provision for Loan Losses. The provision for loan losses was $575 thousand during the three-month period ended March 31, 2020 as compared to $295 thousand during the three months ended March 31, 2019. Net charge-offs for such periods amounted to $250 thousand during the period ended March 31, 2020 and $131 thousand in net charge-offs for the period ended March 31, 2019. The increase in the provision for loan losses during the first three months of 2020 compared to the like period in 2019 was due to overall loan portfolio growth as well as changes in portfolio mix.

Non-Interest Income. Blue Ridge’s non-interest income sources include deposit service charges and other fees, gains/losses on sales of mortgages, and income from bank-owned life insurance. Non-interest income totaled $5.0 million for the three months ended March 31, 2020, compared to $3.9 million for the like period in 2019. The increase in non-interest income was due to an increase of $769 thousand related to the origination and sale of held for sale mortgages and an increase of $137 thousand related to service charges on deposit accounts from the addition of the VCB customer base.

Non-Interest Expense. Non-interest expense totaled $11.3 million for the three-month period ended March 31, 2020 as compared to $6.8 million for the same period in 2019, a 65.5% increase. This increase was primarily due to an increase in salaries and employee benefits of $3.1 million, or 72.9%, due to the employees retained in the acquisition of VCB in addition to the acquisition of LenderSelect Mortgage Group at the end of 2019. Additionally, occupancy expenses increased $255 thousand to $856 thousand for the three-month period ended March 31, 2020, compared to $602 thousand for the like period in 2019 mainly due to additional leased locations to support our mortgage division. Data processing fees increased $116 thousand to $466 thousand for the three-month period ended March 31, 2020 as compared to $350 thousand for the same period in 2019, an increase of 33.3%. This increase is due to additional core processing expenses related to onboarding the VCB customer base in the merger, in addition to carry over core integration expenses related to the acquisition of VCB.

Income Tax Expense. During the three months ended March 31, 2020, Blue Ridge recognized a provision for income taxes of $267 thousand, for an effective tax rate of 24.1%, as compared to a provision of $322 thousand, for an effective tax rate of 20.0% for the period ended March 31, 2019.

Analysis of Financial Condition

Loan Portfolio. Blue Ridge makes loans to individuals as well as to commercial entities. Specific loan terms vary as to interest rate, repayment and collateral requirements based on the type of loan requested and the creditworthiness of the prospective borrower. Credit risk tends to be geographically concentrated in that a majority of the loan customers are located in the markets serviced by Blue Ridge. All loans are underwritten within specific lending policy guidelines that are designed to maximize Blue Ridge’s profitability within an acceptable level of business risk.

The following table sets forth the distribution of Blue Ridge’s loan portfolio at the dates indicated by category of loan and the percentage of loans in each category to total loans.

	At March 31,						At December 31,
	2020						2019
(Dollars in thousands)	Amount			Percent			Amount			Percent
Commercial and financial	$	82,177			12.23	%	$	77,282			11.93	%
Agricultural		309			0.05	%		446			0.07	%
Real estate – construction, commercial		42,527			6.33	%		38,039			5.87	%
Real estate – construction, residential		27,152			4.04	%		26,778			4.14	%
Real estate – mortgage, commercial		256,543			38.21	%		251,824			38.89	%
Real estate – mortgage, residential		215,155			32.03	%		208,494			32.20	%
Real estate – mortgage, farmland		5,394			0.80	%		5,507			0.85	%
Consumer installment loans		42,409			6.31	%		39,202			6.05	%
Gross loans		671,666			100.00	%		647,572			100.00	%
Less: Unearned Income		(731	)					(738	)
Gross loans, net of unearned income		670,935						646,834
Less: Allowance for loan losses		(4,897	)					(4,572	)
Net loans	$	666,038					$	642,262
Loans and leases held for sale (not included in totals above)	$	90,019					$	55,646

The following table sets forth the repricing characteristics and sensitivity to interest rate changes of our loan portfolio at March 31, 2020 and December 31, 2019 (dollars in thousands).

March 31, 2020	One Year or Less		Between One and Five Years		After Five Years		Total
Commercial and financial	$	22,417	$	30,696	$	29,064	$	82,177
Agricultural		39		270		—		309
Real estate – construction, commercial		13,085		23,050		6,392		42,527
Real estate – construction, residential		26,519		633		—		27,152
Real estate – mortgage, commercial		22,077		132,531		101,935		256,543
Real estate – mortgage, residential		10,126		41,777		163,252		215,155
Real estate – mortgage, farmland		416		2,455		2,523		5,394
Consumer installment loans		6,830		30,323		5,256		42,409
Gross loans	$	101,509	$	261,735	$	308,422	$	671,666
Fixed-rate loans	$	66,791	$	241,664	$	136,480	$	444,935
Floating-rate loans		34,718		20,071		171,942		226,731
Gross loans	$	101,509	$	261,735	$	308,422	$	671,666

December 31, 2019	One Year or Less		Between One and Five Years		After Five Years		Total
Commercial and financial	$	22,634	$	27,749	$	26,899	$	77,282
Agricultural		173		273		—		446
Real estate – construction, commercial		14,133		18,160		5,746		38,039
Real estate – construction, residential		26,279		499		—		26,778
Real estate – mortgage, commercial		28,085		125,687		98,052		251,824
Real estate – mortgage, residential		11,237		41,062		156,195		208,494
Real estate – mortgage, farmland		445		1,453		3,609		5,507
Consumer installment loans		3,154		30,870		5,178		39,202
Gross loans	$	106,140	$	245,753	$	295,679	$	647,572
Fixed-rate loans	$	70,659	$	223,941	$	133,914	$	428,514
Floating-rate loans		35,481		21,812		161,765		219,058
Gross loans	$	106,140	$	245,753	$	295,679	$	647,572

Blue Ridge prepares a quarterly analysis of the allowance for loan losses, with the objective of quantifying portfolio risk into a dollar amount of inherent losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged against income and decreased by loans charged-off (net of recoveries, if any). Management’s periodic evaluation of the adequacy of the allowance is based on past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions. While management uses the best information available to make evaluations, future adjustments may be necessary, if economic or other conditions differ substantially from the assumptions used. The allowance consists of specific and general components. The specific component relates to loans that are identified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows or the net realizable value, which is equal to the estimated fair value less estimated costs to sell, of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and those loans classified that are not impaired and is based on historical loss experience adjusted for other internal or external influences on credit quality that are not fully reflected in the historical data.

Blue Ridge follows applicable guidance issued by FASB. This guidance requires that losses be accrued when they are probable of occurring and can be estimated. It also requires that impaired loans, within its scope, be measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent.

Loans are evaluated for non-accrual status when principal or interest is delinquent for 90 days or more and are placed on non-accrual status when a loan is specifically determined to be impaired. Any unpaid interest previously accrued on those loans is reversed from income. Any interest payments subsequently received are recognized as income or amortized over the life of the refinanced loan depending on the specific circumstances. Interest payments received on loans, where management believes a potential for loss remains, are applied as a reduction of the loan principal balance.

Management believes that the allowance for loan losses is adequate. There can be no assurance, however, that adjustments to the provision for loan losses will not be required in the future. Changes in the economic assumptions underlying management’s estimates and judgments; adverse developments in the economy, on a national basis or in the Company’s market area; the impact of COVID-19; or changes in the circumstances of particular borrowers are criteria that could change and make adjustments to the provision for loan losses necessary.

The following table presents a summary of the provision and allowance for loan losses for the periods indicated:

	Three Months Ended March 31,			Year Ended December 31,
(Dollars in thousands)	2020			2019
Allowance, beginning of period	$	4,572		$	3,580
Charge-Offs
Commercial and industrial	$	—		$	(43	)
Real estate, mortgage		—			(4	)
Consumer and other loans		(319	)		(914	)
Total charge-offs		(319	)		(961	)
Recoveries
Commercial and industrial		1			—
Real estate, mortgage		—			6
Consumer and other loans		68			205
Total recoveries		69			211
Net charge-offs		(250	)		(750	)
Provision for loan losses		575			1,742
Allowance, end of period	$	4,897		$	4,572
Ratio of net charges-offs to average total loans outstanding during period		0.04	%		0.02	%

The allowance for loan losses includes specific and additional allowances for impaired loans and a general allowance applicable to all loan categories; however, management has allocated the allowance by loan type to provide an indication of the relative risk characteristics of the loan portfolio. The allocation is an estimate and should not be interpreted as an indication that charge-offs will occur in these amounts, or that the allocation indicates future trends, and does not restrict the usage of the allowance for any specific loan or category. The allocation of the allowance at March 31, 2020 and December 31, 2019, and as a percent of the applicable loan segment, is as follows:

	March 31,					December 31,
(Dollars in thousands)	2020		% of Loans			2019		% of Loans
Commercial and industrial	$	928		1.1	%	$	842		1.1	%
Real estate – construction, commercial		246		0.6	%		220		0.6	%
Real estate – construction, residential		72		0.3	%		60		0.2	%
Real estate – mortgage, commercial		1,666		0.7	%		1,602		0.6	%
Real estate – mortgage, residential		526		0.2	%		509		0.2	%
Agricultural and farmland		9		0.2	%		9		0.2	%
Consumer installment		1,450		3.4	%		1,330		3.4	%
	$	4,897		0.7	%	$	4,572		0.7	%

Non-performing Assets. Non-performing assets consist of non-accrual loans; loans past due 90 days and still accruing interest, and other real estate owned (foreclosed properties). The level of non-performing assets decreased by $38 thousand during the first three months of 2020 to $5.1 million as of March 31, 2020, compared to $5.2 million at December 31, 2019. Blue Ridge has established specific loan loss reserves on impaired loans equal to the estimated collateral deficiency (if any), plus the cost of sale of the underlying collateral, as applicable.

Loans are placed in non-accrual status when in the opinion of management the collection of additional interest is unlikely or a specific loan meets the criteria for non-accrual status established by regulatory authorities. No interest is taken into income on non-accrual loans. A loan remains on non-accrual status until the loan is current as to both principal and interest or the borrower demonstrates the ability to pay and remain current, or both.

Foreclosed real properties include properties that have been substantively repossessed or acquired in complete or partial satisfaction of debt. Such properties, which are held for resale, are carried at fair value, including a reduction for the estimated selling expenses.

The following is a summary of information pertaining to risk elements and non-performing assets:

	March 31,			December 31,
(Dollars in thousands)	2020			2019
Non-accrual loans	$	4,249		$	4,790
Loans past due 90 days and still accruing		872			369
Total non-performing loans	$	5,121		$	5,159
Other real estate owned		—			—
Total non-performing assets	$	5,121		$	5,159
Allowance for loan losses to total loans held for investment		0.73	%		0.71	%
Allowance for loan losses to non-performing loans		95.63	%		88.62	%
Non-performing loans to total loans held for investment		0.76	%		0.80	%
Non-performing assets to total assets		0.50	%		0.54	%

Investment Securities. The investment portfolio is used as a source of interest income, credit risk diversification and liquidity, as well as to manage rate sensitivity and provide collateral for short-term borrowings. Securities in the investment portfolio classified as securities available-for-sale may be sold in response to changes in market interest rates, changes in the securities’ prepayment risk, increased loan demand, general liquidity needs, and other similar factors, and are carried at estimated fair value. The fair value of Blue Ridge’s investment securities available-for-sale was $98.9 million at March 31, 2020, a decrease of $9.7 million, or 8.9% from $108.6 million at December 31, 2019. Investment securities held-to-maturity totaled $11.2 million and $12.2 million at March 31, 2020 and December 31, 2019, respectively.

As of March 31, 2020 and December 31, 2019, the majority of the investment securities portfolio consisted of securities rated A to AAA by a leading rating agency. Investment securities which carry a AAA rating are judged to be of the best quality and carry the smallest degree of investment risk. Investment securities that were pledged to secure public deposits totaled $14.4 million and $11.8 million at March 31, 2020 and December 31, 2019, respectively.

Blue Ridge completes reviews for other-than-temporary impairment at least quarterly. At March 31, 2020 and December 31, 2019, only investment grade securities were in an unrealized loss position. Investment securities with unrealized losses are a result of pricing changes due to recent and negative conditions in the current market environment and not as a result of permanent credit impairment. Contractual cash flows for the agency mortgage-backed securities are guaranteed and/or funded by the U.S. government. Municipal securities show no indication that the contractual cash flows will not be received when due. Blue Ridge does not intend to sell nor does it believe that it will be required to sell any of its temporarily impaired securities prior to the recovery of the amortized cost.

No other-than-temporary impairment has been recognized for the securities in Blue Ridge’s investment portfolio as of March 31, 2020 and December 31, 2019.

Blue Ridge holds restricted investments in equities of the Federal Reserve Bank of Richmond (“FRB”), FHLB, and through its correspondent bank, Community Bankers’ Bank (“CBB”). At March 31, 2020, Blue Ridge owned $6.9 million of FHLB stock, $2.1 million of FRB stock, and $248 thousand of CBB stock. At December 31, 2019, Blue Ridge owned $6.0 million of FHLB stock, $963 thousand of FRB stock, and $248 thousand of CBB stock.

The following table reflects the composition of Blue Ridge’s investment portfolio, at amortized cost, at March 31, 2020 and December 31, 2019.

	March 31, 2020					December 31, 2019
(Dollars in thousands)	Balance		Percent of total			Balance		Percent of total
Held-to maturity
State and municipal	$	11,219		10.2	%	$	12,192		10.1	%
Available-for-sale
State and municipal		—		—			—		—
U. S. Treasury and agencies		1,000		0.9	%		2,500		2.1	%
Mortgage backed securities		87,255		79.2	%		94,983		79.0	%
Corporate bonds		10,754		9.8	%		10,554		8.8	%
Equity securities		—		—			—		—
Total investments	$	110,228		100.0	%	$	120,229		100.0	%

The following tables present the amortized cost of Blue Ridge’s investment portfolio by their stated maturities, as well as the weighted average yields for each of the maturity ranges at March 31, 2020 and December 31, 2019.

	At March 31, 2020
	Within One Year					One to Five Years					Five to Ten Years					Over Ten Years
(Dollars in thousands)	Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield
Held-to maturity
State and municipal	$	451		3.1	%	$	1,627		3.5	%	$	3,764		3.5	%	$	5,377		3.5	%
Available-for-sale
U. S. Treasury and agencies		—		—			500		1.8	%		500		2.0	%		—		—
Mortgage backed securities		—		—			—		—			10,157		3.1	%		77,173		2.6	%
Corporate bonds		—					1,500		5.3	%		8,950		5.3	%		229		6.9	%
Total investments	$	451				$	3,627				$	23,371				$	82,779

	At December 31, 2019
	Within One Year					One to Five Years					Five to Ten Years					Over Ten Years
(Dollars in thousands)	Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield
Held-to maturity
State and municipal	$	461		2.7	%	$	2,584		3.3	%	$	3,764		3.5	%	$	5,385		3.5	%
Available-for-sale
State and municipal		—		—			—		—			—		—			—		—
U. S. Treasury and agencies		—		—			1,000		2.0	%		1,500		2.1	%		—		—
Mortgage backed securities		—		—			—		—			8,417		3.5	%		86,639		2.9	%
Corporate bonds		—					1,500		6.5	%		8,750		4.5	%		229		6.3	%
Total investments	$	461				$	5,084				$	22,431				$	92,253

Deposits. The principal sources of funds for Blue Ridge are core deposits (demand deposits, interest-bearing transaction accounts, money market accounts, savings deposits and certificates of deposit), primarily from its market area. Blue Ridge’s deposit base includes transaction accounts, time and savings accounts and other accounts that customers use for cash management purposes and which provide Blue Ridge with a source of fee income and cross-marketing opportunities as well as a low-cost source of funds. Time and savings accounts, including money market deposit accounts, also provide a relatively stable low-cost source of funding. Please refer to the average balance tables under “Net Interest Income” for information regarding the average balance of deposits, and average rates paid.

Approximately 34.2% of Blue Ridge’s deposits at March 31, 2020 were made up of time deposits, which are generally the most expensive form of deposit because of their fixed rate and term, as compared to 36.1% at December 31, 2019.

The following tables provide a summary of Blue Ridge’s deposit base at March 31, 2020 and December 31, 2019 and the maturity distribution of certificates of deposit of $100,000 or more as of March 31, 2020 and December 31, 2019:

	March 31, 2020					December 31, 2019
(Dollars in thousands)	Balance		Average Rate			Balance		Average Rate
Noninterest-bearing demand	$	178,482		—		$	177,819		—
Interest-bearing – checking, savings and money market		327,951		0.66	%		283,256		0.80	%
Time deposits $100,000 or more		180,984		2.08	%		178,121		2.24	%
Other time deposits		81,743		1.66	%		82,834		1.70	%
Total deposits	$	769,160				$	722,030

Maturities of Time Deposits ($100,000 or greater)

(Dollars in thousands)	March 31, 2020		December 31, 2019
Maturing in:
3 months or less	$	26,185	$	28,455
Over 3 months through 6 months		35,039		24,646
Over 6 months through 12 months		23,853		28,922
Over 12 months		95,907		96,098
	$	180,984	$	178,121

Brokered and listing service deposits made up of both certificate of deposits and money market demand accounts totaled $47.3 million at March 31, 2020, a decrease of $2.5 million from $49.8 million at December 31, 2019.

Borrowings: The following table provides information on the balances and interest rates on total borrowings at March 31, 2020 and December 31, 2019:

(Dollars in thousands)

March 31,

2020

December 31,

2019

FHLB borrowings

140,900

124,800

Weighted average interest rate

1.43

1.92

FHLB advances are secured by collateral consisting of a blanket lien on qualifying loans in Blue Ridge’s residential, multifamily and commercial real estate mortgage loan portfolios as well as selected investment portfolio securities.

Liquidity. Liquidity in the banking industry is defined as the ability to meet the demand for funds of both depositors and borrowers. Blue Ridge must be able to meet these needs by obtaining funding from depositors or other lenders or by converting non-cash items into cash. The objective of Blue Ridge’s liquidity management program is to ensure that it always has sufficient resources to meet the demands of depositors and borrowers. Stable core deposits and a strong capital position provide the base for Blue Ridge’s liquidity position. Blue Ridge believes it has demonstrated its ability to attract deposits because of Blue Ridge’s convenient branch locations, personal service, technology and pricing.

In addition to deposits, Blue Ridge has access to the different wholesale funding markets. These markets include the brokered certificate of deposit market, listing service deposit market, and the federal funds market. Blue Ridge is a member of the Promontory Interfinancial Network (“Promontory”), which allows banking customers to access Federal Deposit Insurance Corporation (the “FDIC”) insurance

protection on deposits through Blue Ridge which exceed FDIC insurance limits. Blue Ridge also has one-way authority with Promontory for both their Certificate of Deposit Account Registry Service and Insured Cash Sweep products which provides Blue Ridge the ability to access additional wholesale funding as needed. Blue Ridge also maintains secured lines of credit with the FRB and the FHLB for which Blue Ridge can borrow up to the allowable amount for the collateral pledged. Having diverse funding alternatives reduces Blue Ridge’s reliance on any one source for funding.

Cash flow from amortizing assets or maturing assets provides funding to meet the needs of depositors and cash flow from amortizing assets or maturing assets also provides funding to meet the needs of depositors and borrowers.

Blue Ridge has established a formal liquidity contingency plan which provides guidelines for liquidity management. For Blue Ridge’s liquidity management program, it first determines current liquidity position and then forecasts liquidity based on anticipated changes in the balance sheet. In this forecast, Blue Ridge expects to maintain a liquidity cushion. Blue Ridge also stress tests its liquidity position under several different stress scenarios, from moderate to severe. Guidelines for the forecasted liquidity cushion and for liquidity cushions for each stress scenario have been established. Blue Ridge believes that it has sufficient resources to meet its liquidity needs.

Blue Ridge had a credit line available of $288.1 million with the FHLB with an outstanding balance of $155.9 million, including $140.9 million in advances and $15.0 million representing a letter of credit for use as pledging to the Commonwealth of Virginia to secure public deposits, as of March 31, 2020, leaving the remaining credit availability of $132.2 million at March 31, 2020. As of December 31, 2019, the outstanding balance of borrowings with the FHLB totaled $124.8 million.

Blue Ridge had four unsecured federal fund lines available with correspondent banks for overnight borrowing totaling $38.0 million and $21.0 million at March 31, 2020 and December 31, 2019, respectively. These lines were not drawn upon at March 31, 2020 and December 31, 2019.

Liquidity is essential to Blue Ridge’s business. Blue Ridge’s liquidity could be impaired by an inability to access the capital markets or by unforeseen outflows of cash, including deposits. This situation may arise due to circumstances that Blue Ridge may be unable to control, such as general market disruption, negative views about the financial services industry generally, or an operational problem that affects a third party or Blue Ridge. Blue Ridge’s ability to borrow from other financial institutions on favorable terms or at all could be adversely affected by disruptions in the capital markets or other events. Blue Ridge monitors its liquidity position daily through cash flow forecasting and monthly testing against minimum policy ratios and believes its level of liquidity and capital is adequate to conduct the business of Blue Ridge.

Capital. Capital adequacy is an important measure of financial stability and performance. Blue Ridge’s objectives are to maintain a level of capitalization that is sufficient to sustain asset growth and promote depositor and investor confidence.

Regulatory agencies measure capital adequacy utilizing a formula that considers the individual risk profile of the financial institution. The minimum capital requirements for the Bank are: (i) a common equity Tier 1 (“CET1”) capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6%; (iii) a total risk-based capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. Additionally, a capital conservation buffer requirement of 2.5% of risk-weighted assets is designed to absorb losses during periods of economic stress and is applicable to the Bank’s CET1 capital, Tier 1 capital and total capital ratios. Including the conservation buffer, the Bank’s minimum capital ratios are as follows: 7.00% for CET1; 8.50% for Tier 1 capital; and 10.50% for Total Risk-Based capital. Banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases, and compensation. The Bank was considered “well capitalized” for regulatory purposes at March 31, 2020 and December 31, 2019.

As noted above, regulatory capital levels for the Bank meet those established for “well capitalized” institutions. While the Bank is currently considered “well capitalized,” we may from time to time find it necessary to access the capital markets to meet Blue Ridge’s growth objectives or capitalize on specific business opportunities.

The following table shows the minimum capital requirement and the capital position at March 31, 2020 and December 31, 2019 for the Bank.

							Minimum Ratios
	March 31, 2020			December 31, 2019			To be “Adequately Capitalized”			To be “Well Capitalized”
Total Capital (to Risk Weighted Assets):
Bank		11.52	%		11.96	%		10.50	%		10.00	%
Tier 1 Capital (to Risk Weighted Assets):
Bank		10.84	%		11.28	%		8.50	%		8.00	%
Tier 1 Capital (to Average Assets):
Bank		8.43	%		8.08	%		6.50	%		5.00	%
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Bank		10.84	%		11.28	%		7.00	%		6.50	%

Off-Balance Sheet Activities

Standby letters of credit are conditional commitments issued by Blue Ridge to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and, generally, have terms of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers; Blue Ridge generally holds collateral supporting these commitments. In the event the customer does not perform in accordance with the terms of the agreement with the third party, Blue Ridge would be required to fund the commitment. The maximum potential amount of future payments Blue Ridge could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, Blue Ridge would be entitled to seek recovery from the customer. The maximum potential amount of future advances on standby letters of credit available through Blue Ridge at March 31, 2020 and December 31, 2019, totaled $3.6 million and $641 thousand, respectively.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Blue Ridge evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by Blue Ridge upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include real estate and income producing commercial properties. The approved commitments to extend credit that was available but unused at March 31, 2020 and December 31, 2019 totaled $121.9 million and $107.7 million, respectively.

Interest Rate Risk Management

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

Blue Ridge employs an independent consulting firm to model its interest rate sensitivity. Blue Ridge uses a net interest income simulation model as its primary tool to measure interest rate sensitivity. Many assumptions are developed based on expected activity in the balance sheet. For maturing assets, assumptions are created for the redeployment of these assets. For maturing liabilities, assumptions are developed for the replacement of these funding sources. Assumptions are also developed for assets and liabilities that could reprice during the modeled time period. These assumptions also cover how Blue Ridge expects rates to change on non-maturity deposits such as interest checking, money market checking, savings accounts as well as certificates of deposit. Based on inputs that include the current balance sheet, the current level of interest rates and the developed assumptions, the model then produces an expected level of net interest income assuming that market rates remain unchanged. This is considered the base case. Next, the model determines what net interest income would be based on specific changes in interest rates. The rate simulations are performed for a two-year period and include rate changes of down 100 basis points to 300 basis points and up 100 basis points to 400 basis points. In both the up and down scenarios, the model assumes a parallel shift in the yield curve. The results of these simulations are then compared to the base case.

Stress testing the balance sheet and net interest income using instantaneous parallel shock movements in the yield curve of 100 to 400 basis points is a regulatory and banking industry practice. However, these stress tests may not represent a realistic forecast of future interest rate movements in the yield curve. In addition, instantaneous parallel interest rate shock modeling is not a predictor of actual future performance of earnings. It is a financial metric used to manage interest rate risk and track the movement of Blue Ridge’s interest rate risk position over a historical time frame for comparison purposes.

At March 31, 2020, Blue Ridge’s asset/liability position was considered to be asset sensitive based on its interest rate sensitivity model. Blue Ridge’s net interest income would increase by 5.6% in an up 100 basis point scenario and would increase 15.9% in an up 400 basis point scenario over a one-year time frame. In the two-year time horizon, Blue Ridge’s net interest income would increase by 5.2% in an up 100 basis point scenario and would increase by 18.31% in an up 400 basis point scenario. At March 31, 2020, all interest rate risk stress tests measures were within Blue Ridge’s board policy established limits in each of the increased rate scenarios.

Additional information on Blue Ridge’s interest rate sensitivity for a static balance sheet over a one-year time horizon as of March 31, 2020 can be found below.

Interest Rate Risk to Earnings (Net Interest Income)
March 31, 2020
Change in interest rates (Basis points)	Percentage change in net interest income
+400		15.9	%
+300		12.9	%
+200		8.9	%
+100		5.6	%
0		—
-100		(3.1	)%

Economic value of equity, (“EVE”), measures the period end market value of assets less the market value of liabilities and the change in this value as rates change. It models simultaneous parallel shifts in market interest rates, implied by the forward yield curve. The EVE model calculates the market value of capital by taking the present value of all asset cash flows less the present value of all liability cash flows.

The interest rate risk to capital at March 31, 2020 is shown below and reflects that Blue Ridge’s market value of capital is in a slightly asset sensitive position in which an increase in short-term interest rates is expected to generate higher market values of capital. At March 31, 2020, all EVE stress tests measures were within Blue Ridge’s board policy established limits.

Interest Rate Risk to Capital
March 31, 2020
Change in interest rates (basis points)	Percentage change in economic value of equity
+400		5.6	%
+300		3.3	%
+200		0.7	%
+100		(0.8	)%
0		—
-100		2.6	%

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Not required.

Item 4.Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods required by the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2020 was carried out under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers concluded that the Company’s disclosure controls and procedures were effective.

PART II. OTHER INFORMATION

Item 1.Legal Proceedings

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

On August 12, 2019, a former employee of VCB and participant in its ESOP filed a class action complaint against VCB, Virginia Community Bank, and certain individuals associated with the ESOP in the U.S. District Court for the Western District of Virginia, Charlottesville Division (Case No. 3:19-cv-00045-GEC). The complaint alleges, among other things, that the defendants breached their fiduciary duties to ESOP participants in violation of the Employee Retirement Income Security Act of 1974, as amended. The complaint alleges that the ESOP incurred damages “that approach or exceed $12 million.” The Company automatically assumed any liability of VCB in connection with this litigation as a result of the Company’s acquisition of VCB. The Company believes the claims are without merit.

Item 1A. Risk Factors

In addition to the other information contained in this Form 10-Q, the following risk factor updates and supplements, and should be read together with, the risk factors previously disclosed in our Annual Report on Form 10- K for the year ended December 31, 2019. Additional risks not presently known to us, or that we currently deem immaterial, may also adversely affect our business, financial condition or results of operations. See also “Cautionary Note About Forward-Looking Statements,” included in Part 1, Item 2, of this Form 10-Q.

The ongoing COVID-19 pandemic and measures intended to prevent its spread may adversely affect our business, financial condition and operations; the extent of such impacts are highly uncertain and difficult to predict.

Global health and economic concerns relating to the COVID-19 outbreak and government actions taken to reduce the spread of the virus have had a material adverse impact on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty. The pandemic has resulted in federal, state and local authorities, including those who govern the markets in which we operate, implementing numerous measures to try to contain the virus. These measures, including shelter in place orders and business limitations and shutdowns, have significantly contributed to rising unemployment and negatively impacted consumer and business spending.

The COVID-19 outbreak has adversely impacted and is likely to continue to adversely impact our workforce and operations and the operations of our customers and business partners. In particular, we may experience adverse effects due to a number of operational factors impacting us or our customers or business partners, including but not limited to:

•

loan losses resulting from financial stress experienced by our borrowers, especially those operating in industries hardest hit by government measures to contain the spread of the virus;

•

collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;

•

as a result of the decline in the Federal Reserve’s target federal funds rate, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread, and reducing net income;

•

operational failures, disruptions or inefficiencies due to changes in our normal business practices necessitated by our internal measures to protect our employees and government-mandated measures intended to slow the spread of the virus;

•

possible business disruptions experienced by our vendors and business partners in carrying out work that supports our operations;

•

decreased demand for our products and services due to economic uncertainty, volatile market conditions and temporary business closures;

•

potential financial liability, loan losses, litigation costs or reputational damage resulting from our origination of PPP loans; and

•

heightened levels of cyber and payment fraud, as cyber criminals try to take advantage of the disruption and increased online activity brought about by the pandemic.

The extent to which the pandemic impacts our business, liquidity, financial condition and operations will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, its duration and severity, the actions to contain it or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. In addition, the rapidly changing and unprecedented nature of COVID-19 heightens the inherent uncertainty of forecasting future economic conditions and their impact on our loan portfolio, thereby increasing the risk that the assumptions, judgments and estimates used to determine the allowance for loan losses and other estimates are incorrect. Further, our loan deferral program could delay or make it

difficult to identify the extent of asset quality deterioration during the 90-day deferral period. As a result of these and other conditions, the ultimate impact of the pandemic is highly uncertain and subject to change, and we cannot predict the full extent of the impacts on our business, our operations or the global economy as a whole. To the extent any of the foregoing risks or other factors that develop as a result of COVID-19 materialize, it could exacerbate the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2019, or otherwise materially and adversely affect our business, liquidity, financial condition and results of operations.

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

None

Item 3.Defaults Upon Senior Securities

None

Item 4.Mine Safety Disclosures

None

Item 5.Other Information

None

Item 6.Exhibits

3.2

Bylaws of Blue Ridge Bankshares, Inc., as amended (incorporated by reference to Exhibit 3.2 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on April 17, 2020).

31.1		Rule 15(d)-14(a) Certification of Chief Executive Officer.

31.2		Rule 15(d)-14(a) Certification of Chief Financial Officer.

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

101		The following materials from Blue Ridge Bankshares, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, formatted in Extensible Business Reporting Language (XBRL), include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) related notes (filed herewith).

SIGNATURES

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


	BLUE RIDGE BANKSHARES, INC.

Date: May 15, 2020	By:	/s/ Brian K. Plum
		Brian K. Plum
		President and Chief Executive Officer

	By:	/s/ Amanda G. Story
		Amanda G. Story
		Chief Financial Officer