Virginia National Bankshares Corp - Quarter Report: 2023 June (Form 10-Q)

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Non-accelerated filer

Smaller reporting company

Emerging growth company

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2023


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

For the transition period from ___________ to ___________

Commission File Number: 001-40305

VIRGINIA NATIONAL BANKSHARES CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Virginia	46-2331578
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
404 People Place
Charlottesville, Virginia	22911
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (434) 817-8621

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

VABK

The Nasdaq Capital Market

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 August 10, 2023, the registrant had 5,365,982 shares of common stock, $2.50 par value per share, outstanding.

VIRGINIA NATIONAL BANKSHARES CORPORATION

FORM 10-Q

TABLE OF CONTENTS


Part I. Financial Information
Item 1 Financial Statements		Page 4
Consolidated Balance Sheets (unaudited)		Page 4
Consolidated Statements of Income (unaudited)		Page 5
Consolidated Statements of Comprehensive Income (Loss) (unaudited)		Page 6
Consolidated Statements of Changes in Shareholders’ Equity (unaudited)		Page 7
Consolidated Statements of Cash Flows (unaudited)		Page 8
Notes to Consolidated Financial Statements (unaudited)		Page 9

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		Page 37
Application of Critical Accounting Policies and Estimates		Page 38
Financial Condition		Page 39
Results of Operations		Page 45

Item 3 Quantitative and Qualitative Disclosures About Market Risk		Page 53

Item 4 Controls and Procedures		Page 53

Part II. Other Information
Item 1 Legal Proceedings		Page 53
Item 1A Risk Factors		Page 53
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		Page 53
Item 3 Defaults Upon Senior Securities		Page 53
Item 4 Mine Safety Disclosures		Page 53
Item 5 Other Information		Page 54
Item 6 Exhibits		Page 54

Signatures		Page 55


Glossary of Acronyms and Defined Terms
2005 Plan	-	2005 Stock Incentive Plan
2014 Plan	-	2014 Stock Incentive Plan
2022 Plan	-	2022 Stock Incentive Plan
ACL	-	Allowance for credit losses
Acquired Loans	-	Loans acquired from Fauquier
AFS	-	Available for sale
ALLL	-	Allowance for loan and lease losses
ALM	-	Asset liability management
ASC	-	Accounting Standards Codification
ASC 326	-	ASU 2016-13, Financial Instruments and Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
ASC 820	-	ASC 820, Fair Value Measurements and Disclosures
ASU	-	Accounting Standards Update
ATM	-	Automated teller machine
the Bank	-	Virginia National Bank
bps	-	Basis points
CD	-	Certificate of deposit
CDARS™	-	Certificates of Deposit Account Registry Service
CECL	-	Current expected credit losses
CMO	-	Collateralized mortgage obligation
the Company	-	Virginia National Bankshares Corporation and its subsidiaries
CRE	-	Commercial real estate
DCF		Discounted cash flow
EBA	-	Excess Balance Account
Effective Date	-	April 1, 2021
Exchange Act	-	Securities Exchange Act of 1934, as amended
Fauquier	-	Fauquier Bankshares, Inc. and its subsidiaries
FASB	-	Financial Accounting Standards Board
Federal Reserve	-	Board of Governors of the Federal Reserve System
Federal Reserve Bank or FRB	-	Federal Reserve Bank of Richmond
FHLB	-	Federal Home Loan Bank of Atlanta
Form 10-K	-	Annual Report on Form 10-K for the year ended December 31, 2022
FTE	-	Fully taxable equivalent
GAAP or U.S. GAAP	-	Accounting principles generally accepted in the United States
ICS®	-	Insured Cash Sweep®
IRR	-	Interest rate risk
LIBOR	-	London Interbank Offering Rate
Masonry Capital	-	Masonry Capital Management, LLC
Merger	-	Mergers of Fauquier Bankshares, Inc. and The Fauquier Bank with and into the Company and the Bank, respectively
NPA	-	Nonperforming assets
OREO	-	Other real estate owned
OTTI	-	Other than temporary impairment
PCA	-	Prompt Corrective Action
PCD	-	Purchased loan with credit deterioration
PCI	-	Purchased credit impaired
PITI	-	Principal, interest, taxes and insurance
the Plans	-	2005 Stock Incentive Plan, 2014 Stock Incentive Plan and 2022 Stock Incentive Plan
PPP	-	Paycheck Protection Program
Reorganization	-	Reorganization Agreement Plan of Share Exchange dated March 6, 2013 between the Bank and the Company
ROAA	-	Return on Average Assets
ROAE	-	Return on Average Equity
SBA	-	Small Business Administration
SEC	-	U.S. Securities and Exchange Commission
Sturman Wealth	-	Sturman Wealth Advisors
TDR	-	Troubled debt restructuring
TLM	-	Troubled loan modification

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VIRGINIA NATIONAL BANKSHARES CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)


	June 30, 2023			December 31, 2022 *
ASSETS	Unaudited
Cash and due from banks	$	9,714		$	20,993
Interest-bearing deposits in other banks		20,225			19,098
Federal funds sold		-			45
Securities:
Available for sale, at fair value		473,868			538,186
Restricted securities, at cost		7,438			5,137
Total securities		481,306			543,323
Loans, net of deferred fees and costs		973,348			936,415
Allowance for credit losses		(7,863	)		(5,552	)
Loans, net		965,485			930,863
Premises and equipment, net		17,564			17,808
Assets held for sale		-			965
Bank owned life insurance		39,065			38,552
Goodwill		7,768			7,768
Core deposit intangible, net		5,815			6,586
Right of use asset, net		6,634			6,536
Deferred tax asset, net		16,961			17,315
Accrued interest receivable and other assets		13,551			13,507
Total assets	$	1,584,088		$	1,623,359
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Demand deposits:
Noninterest-bearing	$	412,273		$	495,649
Interest-bearing		312,773			399,983
Money market and savings deposit accounts		398,074			467,600
Certificates of deposit and other time deposits		224,956			115,106
Total deposits		1,348,076			1,478,338
Federal funds purchased		20,503			-
Short-term borrowings		59,666			-
Junior subordinated debt, net		3,436			3,413
Lease liability		6,301			6,173
Accrued interest payable and other liabilities		3,667			2,019
Total liabilities		1,441,649			1,489,943
Commitments and contingent liabilities
Shareholders' equity:
Preferred stock, $2.50 par value		-			-
Common stock, $2.50 par value		13,250			13,214
Capital surplus		105,667			105,344
Retained earnings		69,502			63,482
Accumulated other comprehensive loss		(45,980	)		(48,624	)
Total shareholders' equity		142,439			133,416
Total liabilities and shareholders' equity	$	1,584,088		$	1,623,359
Common shares outstanding		5,365,982			5,337,271
Common shares authorized		10,000,000			10,000,000
Preferred shares outstanding		-			-
Preferred shares authorized		2,000,000			2,000,000

* Derived from audited Consolidated Financial Statements

See Notes to Consolidated Financial Statements

VIRGINIA NATIONAL BANKSHARES CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)


	For the three months ended					For the six months ended
	June 30, 2023		June 30, 2022			June 30, 2023			June 30, 2022
Interest and dividend income:
Loans, including fees	$	14,894	$	10,610		$	27,661		$	21,379
Federal funds sold		10		302			10			363
Other interest-bearing deposits		119		219			378			355
Investment securities:
Taxable		2,876		1,662			5,826			2,674
Tax exempt		329		308			656			612
Dividends		104		64			171			126
Total interest and dividend income		18,332		13,165			34,702			25,509

Interest expense:
Demand deposits		106		58			195			119
Money market and savings deposits		2,197		440			3,970			1,055
Certificates and other time deposits		1,776		157			2,424			352
Federal funds purchased		32		-			91			-
Short-term borrowings		439		-			766			-
Junior subordinated debt		79		49			140			97
Total interest expense		4,629		704			7,586			1,623
Net interest income		13,703		12,461			27,116			23,886
Provision for (recovery of) credit losses		261		(217	)		13			(69	)
Net interest income after provision for (recovery of) credit losses		13,442		12,678			27,103			23,955

Noninterest income:
Wealth management fees		397		572			801			1,129
Advisory and brokerage income		-		210			-			426
Deposit account fees		399		458			800			923
Debit/credit card and ATM fees		636		779			1,207			1,486
Bank owned life insurance income		261		246			513			457
Resolution of commercial dispute		-		-			-			2,400
Gains on sale of assets		-		1,113			-			1,113
Gain on termination of interest swap		-		-			460			-
Loss on sales of AFS, net		-		-			(206	)		-
Other		352		268			746			499
Total noninterest income		2,045		3,646			4,321			8,433

Noninterest expense:
Salaries and employee benefits		4,062		4,086			8,113			8,817
Net occupancy		929		1,282			2,108			2,479
Equipment		176		254			394			537
Bank franchise tax		313		304			637			608
Computer software		203		357			405			620
Data processing		806		699			1,548			1,437
FDIC deposit insurance assessment		220		125			320			351
Marketing, advertising and promotion		275		259			650			526
Plastics expense		30		92			78			231
Professional fees		198		404			390			741
Core deposit intangible amortization		379		427			770			866
Other		973		1,153			2,012			2,324
Total noninterest expense		8,564		9,442			17,425			19,537

Income before income taxes		6,923		6,882			13,999			12,851
Provision for income taxes		1,272		1,197			2,557			2,242
Net income	$	5,651	$	5,685		$	11,442		$	10,609
Net income per common share, basic	$	1.05	$	1.07		$	2.14		$	1.99
Net income per common share, diluted	$	1.05	$	1.06		$	2.13		$	1.98
Weighted average common shares outstanding, basic		5,357,873		5,326,271			5,348,040			5,319,166
Weighted average common shares outstanding, diluted		5,375,073		5,347,008			5,375,545			5,345,242

See Notes to Consolidated Financial Statements

VIRGINIA NATIONAL BANKSHARES CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands)

(Unaudited)


	For the three months ended						For the six months ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Net income	$	5,651		$	5,685		$	11,442		$	10,609
Other comprehensive income (loss):
Unrealized losses on securities, net of tax of ($831) and $766 for the three and six months ended June 30, 2023; and net of tax benefit of ($4,308) and ($9,536) for the three and six months ended June 30, 2022; respectively		(3,127	)		(16,214	)		2,881			(35,879	)
Reclassification adjustment for realized gain on termination of interest rate swap, net of tax benefit of $0 and ($97) for the three and six months ended June 30, 2023, respectively		—			—			(363	)		—
Reclassification adjustment for realized losses on securities, net of tax of $0 and $43 for the three and six months ended June 30, 2023, respectively		—			—			163			—
Unrealized gains (losses) on interest rate swaps, net of tax benefit of $0 and ($9) for the three and six months ended June 30, 2023; and net of tax of $42 and $104 for the three and six months ended June 30, 2022; respectively		-			160			(37	)		395
Total other comprehensive income (loss)		(3,127	)		(16,054	)		2,644			(35,484	)
Total comprehensive income (loss)	$	2,524		$	(10,369	)	$	14,086		$	(24,875	)

See Notes to Consolidated Financial Statements

VIRGINIA NATIONAL BANKSHARES CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Dollars in thousands, except per share data)

(Unaudited)


	Common Stock		Capital Surplus			Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balance, December 31, 2021	$	13,178	$	104,584		$	46,436		$	(2,211	)	$	161,987
Stock option expense		-		41			-			-			41
Restricted stock grant expense		-		93			-			-			93
Vested stock grants		12		(12	)		-			-			-
Cash dividends declared ($0.30 per share)		-		-			(1,596	)		-			(1,596	)
Net income		-		-			4,924			-			4,924
Other comprehensive loss		-		-			-			(19,430	)		(19,430	)
Balance, March 31, 2022	$	13,190	$	104,706		$	49,764		$	(21,641	)	$	146,019
Stock option expense		-		42			-			-			42
Restricted stock grant expense		-		121			-			-			121
Vested stock grants		11		(11	)		-			-			-
Cash dividends declared ($0.30 per share)		-		-			(1,597	)		-			(1,597	)
Net income		-		-			5,685			-			5,685
Other comprehensive loss		-		-			-			(16,054	)		(16,054	)
Balance, June 30, 2022	$	13,201	$	104,858		$	53,852		$	(37,695	)	$	134,216

Balance, December 31, 2022	$	13,214	$	105,344		$	63,482		$	(48,624	)	$	133,416
Exercise of stock options		3		15			-			-			18
Stock option expense		-		42			-			-			42
Restricted stock grant expense		-		111			-			-			111
Vested restricted stock grants		21		(21	)		-			-			-
Cash dividends declared ($0.33 per share)		-		-			(1,762	)		-			(1,762	)
Impact of adoption of CECL		-		-			(1,890	)		-			(1,890	)
Net income		-		-			5,791			-			5,791
Other comprehensive income		-		-			-			5,771			5,771
Balance, March 31, 2023	$	13,238	$	105,491		$	65,621		$	(42,853	)	$	141,497
Stock option expense		-		68			-			-			68
Restricted stock grant expense		-		120			-			-			120
Vested restricted stock grants		12		(12	)		-			-			-
Cash dividends declared ($0.33 per share)		-		-			(1,770	)		-			(1,770	)
Net income		-		-			5,651			-			5,651
Other comprehensive loss		-		-			-			(3,127	)		(3,127	)
Balance, June 30, 2023	$	13,250	$	105,667		$	69,502		$	(45,980	)	$	142,439

See Notes to Consolidated Financial Statements

VIRGINIA NATIONAL BANKSHARES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	For the six months ended
	June 30, 2023			June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	11,442		$	10,609
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for (recovery of) credit losses		13			(69	)
Net accretion of certain acquisition-related adjustments		(4,671	)		(1,023	)
Amortization of intangible assets		770			900
Net amortization and (accretion) of securities		(1,117	)		539
Net losses on sale of AFS		206			—
Net gains on sale of other assets		—			(1,113	)
Earnings on bank owned life insurance		(513	)		(457	)
Depreciation and other amortization		1,654			1,921
Stock option expense		110			83
Stock grant expense		231			214
Net change in:
Accrued interest receivable and other assets		344			94
Accrued interest payable and other liabilities		1,648			(2,032	)
Net cash provided by operating activities		10,117			9,666

CASH FLOWS FROM INVESTING ACTIVITIES:
Net increase in restricted investments		(2,301	)		(188	)
Purchases of available for sale securities		(10,000	)		(216,525	)
Proceeds from maturities, calls, sales and principal payments of available for sale securities		78,930			12,558
Net change in loans		(34,282	)		101,621
Purchase of bank owned life insurance		—			(6,355	)
Proceeds from sale of premises and equipment		962			6,207
Proceeds from sale of other real estate owned		—			610
Purchase of bank premises and equipment		(501	)		(334	)
Net cash provided by (used in) investing activities		32,808			(102,406	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in demand deposits, interest checking, money market and savings accounts		(240,112	)		(185,348	)
Net change in certificates of deposit and other time deposits		109,856			(11,892	)
Net change in federal funds purchased		20,503			—
Net change in other borrowings		59,666			—
Proceeds from termination of interest swap		479			—
Proceeds from stock options exercised		18			—
Cash dividends paid		(3,532	)		(3,193	)
Net cash used in financing activities		(53,122	)		(200,433	)
NET DECREASE IN CASH AND CASH EQUIVALENTS	$	(10,197	)	$	(293,173	)

CASH AND CASH EQUIVALENTS:
Beginning of period	$	40,136		$	508,840
End of period	$	29,939		$	215,667

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest	$	2,705		$	1,664
Taxes	$	2,134		$	1,500

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Unrealized losses on available for sale securities	$	3,852		$	(45,415	)
Unrealized gains on interest rate swaps	$	—		$	499
Initial right-of-use assets obtained in exchange for new operating lease liabilities	$	—		$	540

See Notes to Consolidated Financial Statements

VIRGINIA NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2023

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation: The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. The statements should be read in conjunction with the Notes to Consolidated Financial Statements included in the Company’s Form 10-K for the year ended December 31, 2022.

Nature of Operations: The accompanying unaudited consolidated financial statements include the accounts of the Company, and its subsidiaries Virginia National Bank and Masonry Capital Management, LLC, a registered investment advisor. The Bank offers a full range of banking and related financial services to meet the needs of individuals, businesses and charitable organizations, including the fiduciary services of VNB Trust and Estate Services. Until the sale of the business line on December 19, 2022, the Bank also offered, through networking agreements with third parties, investment advisory and other investment services under Sturman Wealth Advisors. All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation: The preparation of financial statements in conformity with GAAP and the reporting guidelines prescribed by regulatory authorities 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 ACL, accounting for business combinations, including loans acquired in the business combination, ACL on individually evaluated loans, goodwill impairment, credit losses of securities, other intangible assets, and fair value measurements. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Reclassifications: If needed, certain previously reported amounts have been reclassified to conform to current period presentation. No such reclassifications were significant.

Recent Significant Accounting Pronouncements

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

Investments in Tax Credit Structures - In March 2023, the FASB issued ASU 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method”. These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. The ASU is effective for public business entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for all entities in any interim period. The Company does not expect the adoption of ASU 2023-02 to have a material impact on its consolidated financial statements.

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

To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, the ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The ASU is effective for all entities upon issuance.

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 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. Subsequently, in January 2021, the FASB issued ASU No. 2021-01 “Reference Rate Reform (Topic 848): Scope.” This ASU clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. An entity may elect to apply ASU No. 2021-01 on contract modifications that change the interest rate used for margining, discounting, or contract price alignment retrospectively as of any date from the beginning of the interim period that includes March 12, 2020, or prospectively to new modifications from any date within the interim period that includes or is subsequent to January 7, 2021, up to the date that financial statements are available to be issued. An entity may elect to apply ASU No. 2021-01 to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020, and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020.

The Company has identified all loans that are directly or indirectly impacted by LIBOR.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not currently expected to have a material effect on the Company's financial position, results of operations or cash flows.

Note 2. Adoption of New Accounting Standards

Financial Instruments – Credit Losses - On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments," and ASU 2022-02, “Financial Instruments-Credit Losses, Troubled Debt Restructurings and Vintage Disclosures,” collectively referred to as ASC 326. This standard, in part, replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss ("CECL") methodology. ASC 326 requires an estimate of credit losses for the remaining estimated life of the financial assets using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit deteriorated loans will receive an initial allowance at the acquisition date that represents an adjustment to the amortized cost basis of the loan, with no impact to earnings.

In addition, ASU 326 made changes to the accounting for available-for-sale debt securities. One change is to require credit losses to be presented as an allowance rather than as a write-down on available for sale debt securities if management does not intend to sell and does not believe that it is more likely than not, they will be required to sell.

The Company adopted ASC 326 and all related subsequent amendments thereto effective January 1, 2023 using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. The transition adjustment of the adoption included an increase in the ACL on loans of $2.5 million, which is presented as a reduction to net loans outstanding, and an increase in the ACL for unfunded loan commitments of $252 thousand, which is recorded within Accrued interest payable and other liabilities on the consolidated balance sheets. The Company recorded a net decrease to opening retained earnings as of January 1, 2023 of $1.9 million, for the cumulative effect of adopting ASC 326, which reflects the transition adjustments noted above, net of the applicable deferred tax assets recorded. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable accounting standards ("Incurred Loss"). Subsequent to adoption, the Company will record adjustments to its ACL and reserve for unfunded commitments through the provision for credit losses in the consolidated statements of income.

ASC 326 also replaced the Company's previous accounting policies for PCI loans and TDRs. With the adoption of ASC 326, loans previously designated as PCI loans were designated as purchased loans with credit deterioration (PCD loans). The Company adopted ASC 326 using the prospective transition approach for PCD loans that were previously identified as PCI and accounted for under ASC 310-30. On January 1, 2023, the Company's PCD loans were adjusted to reflect the addition of $355 thousand of expected credit losses to the amortized cost basis of the loans and a corresponding increase to the ACL. The remaining noncredit discount, the difference between the adjusted amortized cost basis and the outstanding principal balance on PCD loans, will be accreted into interest income over the estimated remaining lives of the loans using the effective interest rate method. The evaluation of the ACL will include PCD loans together with other loans that share similar risk characteristics, rather than using the separate pools that were used under PCI accounting. The adoption of ASC 326 also replaced previous TDR accounting guidance, and the evaluation of the ACL will include loans previously designated as TDRs together with other loans that share similar risk characteristics.

The adoption of ASC 326 did not affect the carrying value of debt securities or the amount of unrealized gains and losses recorded in accumulated other comprehensive loss. Upon adoption of ASC 326, the Company did not have any securities included in its portfolio where OTTI had previously been recognized or that required an ACL. Therefore, the Company determined that an ACL on AFS securities was not deemed material.

The following table illustrates the impact of adopting ASC 326 (dollars in thousands):


	December 31, 2022		January 1, 2023			January 1, 2023
	As Previously Reported (Incurred Loss)		Impact of ASC 326			As Reported Under ASC 326
Assets:
Loans, gross	$	936,415	$	355		$	936,770

Allowance for credit losses:
Commercial		194		(11	)		183
Real estate construction and land		221		440			661
1-4 family residential mortgages		1,618		14			1,632
Commercial mortgages		2,820		1,577			4,397
Consumer		699		471			1,171
Allowance for credit losses	$	5,552	$	2,491		$	8,044

Loans, net	$	930,863	$	(2,136	)	$	928,726

Net deferred tax asset	$	17,315	$	499		$	17,814

Liabilities:
Reserve for credit losses on unfunded commitments		60		253			313

Total equity	$	133,416	$	(1,890	)	$	131,526

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

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

Changes in the ACL are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the ACL when management believes an AFS security is confirmed to be uncollectible or when either of the criteria regarding intent or requirement to sell is met. At June 30, 2023, there was no ACL related to the AFS securities portfolio.

Loans - Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts and deferred fees and costs. Accrued interest receivable related to loans totaled $2.9 million at June 30, 2023 and was reported in Accrued interest receivable and other assets on the consolidated balance sheets. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using methods that approximate a level yield without anticipating prepayments.

The accrual of interest is generally discontinued when a loan becomes 90 days past due and is not well collateralized and in the process of collection, or when management believes, after considering economic and business conditions and collection efforts, that the principal or interest will not be collectible in the normal course of business. Past due status is based on contractual terms of the loan. A loan is considered to be past due when a scheduled payment has not been received 30 days after the contractual due date.

All accrued interest is reversed against interest income when a loan is placed on nonaccrual status. Interest received on such loans is accounted for using the cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, there is a sustained period of repayment performance, and future payments are reasonably assured.

Allowance for Credit Losses - Purchased Credit Deteriorated Loans - Upon adoption of ASC 326, loans that were designated as PCI loans under the previous accounting guidance were classified as PCD loans without reassessment.

In future acquisitions, the Company may purchase loans, some of which may have experienced more than insignificant credit deterioration since origination. In those cases, the Company will consider internal loan grades, delinquency status and other relevant factors in assessing whether purchased loans are PCD. PCD loans are recorded at the amount paid. An initial ACL is determined using the same methodology as other loans held for investment, but with no impact to earnings. The initial ACL determined on a collective basis is allocated to individual loans. The sum of the loan's purchase price and ACL becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent to initial recognition, PCD loans are subject to the same interest income recognition and impairment model as non-PCD loans, with changes to the ACL recorded through provision expense.

Allowance for Credit Losses - Loans - The ACL is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Accrued interest receivable is excluded from the estimate of credit losses.

The ACL represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The ACL is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

The Company measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. The Company has identified ten portfolio segments and calculates the ACL for each using the methodology specified below (with the major classification noted in italics):

Discounted cash flow methodology:

Commercial and industrial (Commercial)

Construction (Real estate construction and land)

Consumer (Consumer)

Commercial real estate, non-owner occupied (Commercial mortgage)

Commercial real estate, owner occupied (Commercial mortgage)

Home equity and junior liens (1-4 family residential mortgage)

Multifamily (Commercial mortgage)

Residential first lien (1-4 family residential mortgage)

Remaining life methodology:

Minute lender (Consumer/Commercial)

10.

Student loans (Consumer)

Additionally, the ACL calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments may increase reserve levels and include: adjustments for changes in lending policies and procedures and underwriting practices; changes in national, regional and local economic conditions; changes in the nature and volume of the portfolio and terms of loans; changes in the experience, depth and ability of credit and loan operations staff; changes in the volume and severity of past due, special mention and substandard loans; changes in the quality of the loan review system; changes in the value of underlying collateral for loans that are not collateral dependent; the existence and effect of any concentrations of credit and changes in the levels of such concentrations, and the effect of other external factors such as competition, legal and regulatory requirements, on the level of estimated credit losses.

Loans that do not share risk characteristics are evaluated on an individual basis and are not included in the collective analysis. The ACL on loans that are individually evaluated may be estimated based on their expected cash flows, or, in the case of loans for which repayment is expected substantially through the sale of collateral, the expected credit losses are based on the fair value of collateral at the reporting dated adjusted for selling costs as appropriate.

Allowance for Credit Losses – Reserve for Unfunded Commitments - The Company records an ACL for off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for credit losses in the Company’s consolidated statements of income. The ACL for off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur as well as any third-party guarantees. The allowance for unfunded commitments is included in Accrued interest and other liabilities on the Company’s consolidated balance sheets.

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

Note 3. Securities

The amortized cost and fair values of securities available for sale as of June 30, 2023 and December 31, 2022 were as follows (dollars in thousands):


June 30, 2023			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value
U.S. Government treasuries	$	177,277	$	-	$	(1,726	)	$	175,551
U.S. Government agencies		45,179		-		(6,340	)		38,839
Mortgage-backed securities/CMOs		185,436		-		(27,648	)		157,788
Corporate bonds		19,630		-		(928	)		18,702
Municipal bonds		104,550		-		(21,562	)		82,988
Total Securities Available for Sale	$	532,072	$	-	$	(58,204	)	$	473,868


December 31, 2022			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value
U.S. Government treasuries	$	245,583	$	-	$	(3,113	)	$	242,470
U.S. Government agencies		35,283		-		(6,528	)		28,755
Mortgage-backed securities/CMOs		194,964		-		(27,888	)		167,076
Corporate bonds		19,581		-		(852	)		18,729
Municipal bonds		104,831		-		(23,675	)		81,156
Total Securities Available for Sale	$	600,242	$	-	$	(62,056	)	$	538,186

As of June 30, 2023, there were $471.8 million or 288 issues of individual securities, held in an unrealized loss position. These securities have an unrealized loss of $58.2 million and consist of 120 mortgage-backed/collateralized mortgage obligations, 125 municipal bonds, 21 agency bonds, 11 treasury bonds and 11 corporate bonds.

Accrued interest receivable on AFS securities as of June 30, 2023 amounted to $2.1 million.

The following table summarizes all securities with unrealized losses, segregated by length of time in a continuous unrealized loss position, for which no allowance for credit losses was recorded, at June 30, 2023, and December 31, 2022 (dollars in thousands):



	Less than 12 Months					12 Months or More					Total
June 30, 2023	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
U.S. Government treasuries	$	84,250	$	(238	)	$	91,301	$	(1,488	)	$	175,551	$	(1,726	)
U.S. Government agencies		10,107		(53	)		28,731		(6,287	)		38,838		(6,340	)
Mortgage-backed/CMOs		13,028		(730	)		144,760		(26,918	)		157,788		(27,648	)
Corporate bonds		9,628		(403	)		9,075		(525	)		18,703		(928	)
Municipal bonds		3,123		(102	)		77,843		(21,460	)		80,966		(21,562	)
	$	120,136	$	(1,526	)	$	351,710	$	(56,678	)	$	471,846	$	(58,204	)



	Less than 12 Months					12 Months or More					Total
December 31, 2022	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
U.S. Government treasuries	$	242,470	$	(3,113	)	$	-	$	-		$	242,470	$	(3,113	)
U.S. Government agencies		4,285		(620	)		24,218		(5,908	)		28,503		(6,528	)
Mortgage-backed/CMOs		55,396		(6,010	)		111,689		(21,878	)		167,085		(27,888	)
Corporate bonds		18,729		(852	)		-		-			18,729		(852	)
Municipal bonds		44,117		(8,001	)		35,964		(15,674	)		80,081		(23,675	)
	$	364,997	$	(18,596	)	$	171,871	$	(43,460	)	$	536,868	$	(62,056	)

The Company’s securities portfolio is primarily made up of fixed rate instruments, the prices of which move inversely with interest rates. Any unrealized losses are considered by management to be driven by increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the instruments approach their maturity date or repricing date or if market yields for such investments decline. At the end of any accounting period, the portfolio may have both unrealized gains and losses.

Impairment of debt securities occurs when the fair value of a security is less than its amortized cost. The Company has elected to exclude accrued interest receivable from the amortized cost basis. For debt securities AFS, impairment is recognized in its entirety in net income if either (i) we intend to sell the security or (ii) it is more-likely-than-not that we will be required to sell the security before recovery of its amortized cost basis. If, however, the Company does not intend to sell the security and it is not more-likely-than-not that the Company will be required to sell the security before recovery, the Company evaluates unrealized losses to determine whether a decline in fair value below amortized cost basis is a result of a credit loss, which occurs when the amortized cost basis of the security exceeds the present value of the cash flows expected to be collected from the security, or other factors such as changes in market interest rates. If a credit loss exists, an ACL is recorded that reflects the amount of the impairment related to credit losses, limited by the amount by which the security’s amortized cost basis exceeds its fair value. Changes in the ACL are recorded in net income in the period of change and are included in provision for credit losses. Changes in the fair value of debt securities AFS not resulting from credit losses are recorded in other comprehensive income (loss). The Company regularly reviews unrealized losses in its investments in securities and cash flows expected to be collected from impaired securities based on criteria including the extent to which market value is below amortized cost, the financial health of and specific prospects for the issuer, the Company’s intention with regard to holding the security to maturity and the likelihood that the Company would be required to sell the security before recovery.

Management does not believe any of the securities in an unrealized loss position are impaired due to credit quality. In addition, issuers have continued to make timely payments of principal and interest. Accordingly, as of June 30, 2023, management believes the impairments detailed in the table above are temporary, and no credit loss has been realized in the Company’s consolidated income statement. Additionally, management has the ability to hold any security with an unrealized loss until maturity or until such time as the value of the security has recovered from its unrealized loss position.

Securities having carrying values of $3.1 million and $3.0 million at June 30, 2023 and December 31, 2022, respectively, were pledged as collateral to facilitate borrowing from the Federal Reserve Bank of Richmond. Securities having carrying values of $18.2 million and $2.1 million at June 30, 2023 and December 31, 2022, respectively, were pledged to the Commonwealth of Virginia Department of the Treasury to secure public funds depository accounts.

During the six months ended June 30, 2023, the Company sold AFS securities with a total book value of $49.9 million, incurring a pre-tax loss of $206 thousand, and used the net proceeds to fund normal daily operating demands. There were no sales of securities during the three months ended June 30, 2023 or the three and six months ending June 30, 2022.

Restricted securities are securities with limited marketability and consist of stock in the FRB, the Federal Home Loan Bank of Atlanta, CBB Financial Corporation (the holding company for Community Bankers' Bank) and an investment in an SBA loan fund. These restricted securities, totaling $7.4 million and $5.1 million as of June 30, 2023 and December 31, 2022, respectively, are carried at cost.

The amortized cost and fair value of AFS debt securities at June 30, 2023 are presented below based upon contractual maturities, by major investment categories (dollars in thousands). Expected maturities may differ from contractual maturities because issuers have the right to call or prepay obligations.


	Amortized Cost		Fair Value
U.S. Government treasuries
One year or less	$	165,818	$	164,439
After one year to five years		11,459		11,112
	$	177,277	$	175,551
U.S. Government agencies
One year or less	$	10,000	$	9,948
After one year to five years		5,802		5,049
After five years to ten years		25,377		20,918
Ten years or more		4,000		2,924
	$	45,179	$	38,839
Mortgage-backed securities/CMOs
One year or less	$	2,954	$	2,890
After one year to five years		6,452		6,051
After five years to ten years		3,185		2,878
Ten years or more		172,845		145,969
	$	185,436	$	157,788
Corporate bonds
One year or less	$	1,002	$	977
After one year to five years		18,628		17,725
	$	19,630	$	18,702
Municipal bonds
After one year to five years	$	3,060	$	2,922
After five years to ten years		19,892		18,089
Ten years or more		81,598		61,977
	$	104,550	$	82,988

Total Debt Securities Available for Sale	$	532,072	$	473,868

Note 4. Loans

On January 1, 2023, the Company adopted ASC 326. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loans receivable. For further information and discussion regarding the Company's accounting policies and policy elections related to the accounting standard update, see Note 1 - Summary of Significant Accounting Policies. All loan information presented as of June 30, 2023 is in accordance with ASC 326. All loan information presented as of December 31, 2022 or a prior date is presented in accordance with previously applicable GAAP.

The composition of the loan portfolio by major loan classifications at June 30, 2023 and December 31, 2022, stated at their face amount, net of deferred fees and costs and discounts, including fair value marks, appears below (dollars in thousands). The Company has elected to exclude accrued interest receivable, totaling $2.9 million as of June 30, 2023, from the amortized cost basis of loans.


	June 30,			December 31,
	2023			2022
Commercial	$	98,312		$	71,139
Real estate construction and land		29,825			37,541
1-4 family residential mortgages		317,330			323,185
Commercial mortgages		486,643			459,125
Consumer		41,238			45,425
Total loans		973,348			936,415
Less: Allowance for credit losses		(7,863	)		(5,552	)
Net loans	$	965,485		$	930,863

The balances in the table above include unamortized premiums and net deferred loan costs and fees. As of June 30, 2023 and December 31, 2022, unamortized premiums from purchases of loans (excluding loans acquired during the Merger) were $1.8 million, remaining rather consistent due to purchases of loans with premiums, offset by amortization of existing premiums. Net deferred loan fees totaled $1.7 million and $755 thousand as of June 30, 2023 and December 31, 2022, respectively.

Consumer loans include $58 thousand and $180 thousand of demand deposit overdrafts as of June 30, 2023 and December 31, 2022, respectively.

Loans acquired in business combinations are recorded in the consolidated balance sheets at fair value at the acquisition date under the acquisition method of accounting. The fair value mark as of the Effective Date was $23.1 million. The table above includes a remaining net fair value mark of $11.0 million as of June 30, 2023 on the Acquired Loans.

The following table shows the aging of the Company's loan portfolio, by class, at June 30, 2023 (dollars in thousands):


	30-59 Days		60-89 Days		90 Days or More Past Due and Still Accruing		Nonaccrual Loans		Current Loans		Total Loans

Commercial	$	793	$	-	$	-	$	-	$	97,519	$	98,312
Real estate construction and land		-		-		-		-		29,825		29,825
1-4 family residential mortgages		292		59		-		713		316,266		317,330
Commercial mortgages		439		-		-		472		485,732		486,643
Consumer loans		264		1		107		-		40,866		41,238
Total Loans	$	1,788	$	60	$	107	$	1,185	$	970,208	$	973,348

The following table shows the Company's amortized cost basis of loans on nonaccrual status as of June 30, 2023 and December 31, 2022 (dollars in thousands). All nonaccrual loans are evaluated for an ACL on an individual basis. Only one nonaccrual loan required an ACL, in the amount of $19 thousand, due to collateral value shortfall. The adoption of CECL altered the manner in which purchased loans that were in non-accrual status are presented, and as a result, two such loans totaling $534 thousand are included in this figure in 2023 and not included in 2022.


	CECL						Incurred Loss
	June 30, 2023						December 31, 2022
	Nonaccrual Loans with No Allowance		Nonaccrual Loans with an Allowance		Total Nonaccrual Loans		Nonaccrual Loans
Commercial	$	-	$	-	$	-	$	-
Real estate construction and land		-		-		-		-
1-4 family residential mortgages		233		480		713		673
Commercial mortgages		472				472		-
Consumer		-		-		-		-
Total Loans	$	705	$	480	$	1,185	$	673

From time to time, the Company modifies loans to borrowers who are experiencing financial difficulties by providing term extensions, interest rate reductions or other-than-insignificant payment delays. As the effect of most modifications is already included in the ACL due to the measurement methodologies used in its estimate, the ACL is typically not adjusted upon modification. During the three and six months ended June 30, 2023, no loans were modified for borrowers experiencing financial difficulties.

The Company closely monitors the performance of all modified loans to understand the effectiveness of its modification efforts. Upon determination, if applicable, that all or a portion of a modified loan is uncollectible, that amount is charged against the ACL. There were no payment defaults during the three months ended June 30, 2023 of modified loans that were modified during the previous twelve months and all are current as of June 30, 2023.

Prior to the adoption of ASC 326

Loans acquired in business combinations are recorded in the consolidated balance sheets at fair value at the acquisition date under the acquisition method of accounting. The outstanding principal balance and the carrying amount at December 31, 2022 of loans acquired in business combinations were as follows (dollars in thousands):


	December 31, 2022
	Acquired Loans - Purchased Credit Impaired		Acquired Loans - Purchased Performing		Acquired Loans - Total
Outstanding principal balance	$	43,250	$	290,604	$	333,854
Carrying amount:
Commercial	$	630	$	12,606	$	13,236
Real estate construction and land		1,461		8,530		9,991
1-4 family residential mortgages		9,076		164,280		173,356
Commercial mortgages		20,828		99,206		120,034
Consumer		72		1,277		1,349
Total acquired loans	$	32,067	$	285,899	$	317,966

The following table presents a summary of the changes in the accretable yield of loans classified as purchased credit impaired (dollars in thousands):


	Three Months Ended June 30,			Six Months Ended June 30,
	2022			2022
Accretable yield, beginning of period		12,428			13,742
Accretion		(761	)		(1,500	)
Reclassification from nonaccretable difference		-			2,193
Other changes, net		-			(2,768	)
Accretable yield, end of period		11,667			11,667

The past due status of loans as of December 31, 2022 was as follows (dollars in thousands):


	30-59 Days		60-89 Days		90 Days or More		Total Past Due		PCI		Current		Total Loans		90 Days Past Due and Still Accruing

Commercial	$	-	$	24	$	-	$	24	$	630	$	70,485	$	71,139	$	-
Real estate construction and land		287		-		75		362		1,461		35,718		37,541		-
1-4 family residential mortgages		1,176		191		598		1,965		9,076		312,144		323,185		-
Commercial mortgages		330		-		646		976		20,828		437,321		459,125		646
Consumer loans		315		41		59		415		72		44,938		45,425		59
Total Loans	$	2,108	$	256	$	1,378	$	3,742	$	32,067	$	900,606	$	936,415	$	705

The following table provides a summary, by class, of TDRs as of December 31, 2022 that continued to accrue interest under the terms of the restructuring agreement, which were considered to be performing, and TDRs that were placed in nonaccrual status which were considered to be nonperforming (dollars in thousands):


Troubled debt restructurings	December 31, 2022
	No. of		Recorded
	Loans		Investment
Performing TDRs
1-4 family residential mortgages		1	$	88
Consumer		46		700
Total performing TDRs		47	$	788

Nonperforming TDRs
1-4 family residential mortgages		2	$	495
Consumer		-		-
Total nonperforming TDRs		2		495
Total TDRs		49	$	1,283

There were no defaults in the three months ended June 30, 2022 on loans modified in the previous twelve months.

Note 5. Allowance for Credit Losses

On January 1, 2023, the Company adopted ASC 326. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost. For further information and discussion regarding the Company's accounting policies and policy elections related to the accounting standard update, see Note 1 - Summary of Significant Accounting Policies. All ACL information presented as of June 30, 2023 is in accordance with ASC 326. All ALLL information presented as of December 31, 2022 or a prior date is presented in accordance with previously applicable GAAP.

The ACL on the loan portfolio is a material estimate for the Company. The Company estimates is ACL on its loan portfolio on a quarterly basis. The Company utilizes two methodologies in its development of the ACL, discounted cash flow and remaining life.

•

Discounted Cash Flow

DCF models, being periodic in nature, allow for effective incorporation of a reasonable and supportable forecast in a directionally consistent and objective manner.

The analysis aligns well with other calculations/actions outside the ACL estimation, which will mitigate model risk in other areas and allow for symmetrical application. For example, fair value (exit price notion), profitability analysis, IRR calculations, ALM, stress testing, and other forms of cash flow analysis.

Peer data is available for certain inputs (Probability of Default, Loss Given Default) if first-party data is not available or meaningful. This is made possible by the periodic nature of the model.

The DCF methodology is utilized on the following pools: 1) Commercial & Industrial; 2) Construction; 3) Consumer; 4) CRE NonOwner Occupied; 5) CRE Owner Occupied; 6) HELOC & Junior Lien; 7) Residential 1st Lien; and 8) Multifamily.

•

Remaining Life

This methodology leverages a quarterly loss rate as well as future expectations of portfolio balances to calculate a reserve.

There are two main strengths of this methodology. First, it is fairly easy to execute and does not rely on large quantities of historical loan-level data. Second, it can satisfy the need to incorporate a reasonable and supportable forecast in a straightforward manner by either applying a forecast policy of “applicable history” or leveraging an actual econometric model for the analysis.

The remaining life methodology is utilized on the following pools: 1) Minute Lender; and 2) Student Loans.

Maximum Loss Rate - Management utilizes the same model to calculate maximum loss rates and expected loss rates for each segment. No additional models or methodologies were used to quantify the maximum loss rate, rather, a worst-case economic environment is utilized in the models. This process ensures symmetry between the maximum loss rate and the quantified loss rate. This process also leverages the well-documented regression models used in model development.

The process for deriving the maximum loss rate is outlined below:

•

The economic forecast reflects the worst economic environment observed for each economic factor. This is done by quantifying a rolling 1-year average for each economic factor. Then, the most pessimistic 1-year average observations are captured and utilized as economic forecast inputs within the application.

•

The economic forecast assumed is a ‘worst-case’ economic environment with inputs reflective of the great recession.

•

The economic forecast is used to quantify credit risk in the form of Loss Rate. The resulting periodic default and loss rates are applied to the prepayment adjusted amortization schedules for each segment.

•

The resulting ACL, which represents a lifetime reserve (symmetrical to the base model), is input into the qualitative framework’s maximum loss rate field. The difference between the expected model and the maximum model results are then allocated based on weight and risk assignment.

Qualitative Factors - ASC 326 requires an entity to adjust historical loss information to reflect the extent to which management expects reasonable and supportable forecasts to differ from the conditions that existed for the period over which historical information was evaluated. The adjustments for reasonable and supportable forecasts may be qualitative in nature and should reflect changes related to relevant data.

The Company utilizes a scorecard approach to assign qualitative factors. The scorecard approach is in alignment with the AICPA audit considerations for CECL which states:

These adjustments should be grounded in a methodology that is subject to appropriate governance, challenge, and periodic controlled reevaluation. Such methodology will generally require significant management judgment. The information used to support management’s adjustments may be publicly available information, information specifically developed for the entity via management’s specialist (internal or external), or other relevant and reliable information.

The purpose of the qualitative scorecard is to provide a qualitative estimate of the expected credit losses of the current loan portfolio in response to potential limitations of the quantitative model. It is used to aid in the assessment of the unquantifiable factors affecting expected credit losses in the loan portfolio. Benefits of the scorecard include directional consistency, objectivity, controls and quantification framework (auditable).

For each segment, the scorecard calculates the difference between the quantitative expected credit loss and the maximum loss rate. This difference represents all available qualitative adjustment that can be applied to that segment.

Individual Evaluation - In accordance with ASC 326, the Company will evaluate individual loans for expected credit losses when those loans do not share similar risk characteristics with loans evaluated using a collective (pooled) basis. Loans will not be included in both collective and individual analysis. Individual analysis will establish a specific reserve for each loan, using one of four methods: 1) Fair Value of Collateral Method (Collateral Relationship); 2) Cash Flow Method; 3) Advanced Cash Flow Method; or 4) Loan Pricing Method.

Management has elected to perform an individual evaluation on all loans in non-accrual status. As of June 30, 2023, after reviewing each loan in non-accrual status, a specific reserve of $19 thousand was established.

The primary driver in the increase in reserves from adoption date of January 1, 2023 to June 30, 2023 was the increase in outstanding loan balances.

The following table shows the ACL activity by loan portfolio for the three and six months ended June 30, 2023 (dollars in thousands):


	Commercial Loans			Real Estate Construction and Land			1-4 family residential mortgages			Commercial mortgages			Consumer Loans			Total
Allowance for Credit Losses:
Balance as of December 31, 2022	$	194		$	221		$	1,618		$	2,820		$	699		$	5,552
Impact of ASC 326 adoption		(11	)		440			14			1,577			471			2,491
Charge-offs		-			-			-			-			(142	)		(142	)
Recoveries		-			-			3			41			62			106
Provision for (recovery of) credit losses		(7	)		(90	)		(75	)		33			(96	)		(235	)
Balance as of March 31, 2023	$	176		$	571		$	1,560		$	4,471		$	994		$	7,772
Charge-offs		-			-			-			-			(180	)		(180	)
Recoveries		20			-			2			-			33			55
Provision for (recovery of) credit losses		19			(107	)		715			(516	)		105			216
Balance as of June 30, 2023	$	215		$	464		$	2,277		$	3,955		$	952		$	7,863

The following table presents a breakdown of the provision for credit losses for the periods indicated (dollars in thousands):


	Three Months Ended					Six Months Ended
	June 30, 2023		June 30, 2022			June 30, 2023			June 30, 2022
Provision for credit losses:
Provision (recovery) for loans	$	216	$	(217	)	$	(19	)	$	(69	)
Provision for unfunded commitments		45		-			32			-
Total	$	261	$	(217	)	$	13		$	(69	)

The following table presents the Company's amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related ACL allocated to those loans as of June 30, 2023 (dollars in thousands):


	June 30, 2023
	Real Estate Secured Loans		Allowance for Credit Losses -Loans
Commercial real estate - non owner occupied	$	698	$	-
Residential 1-4 family real estate		741		19
Total	$	1,439	$	19

The following table presents the Company's recorded investment in loans by credit quality indicators by year of origination as of June 30, 2023 (dollars in thousands). Current period gross write-off amounts represent write-offs for the six months ended June 30, 2023 (dollars in thousands):


	June 30, 2023
	Term Loans Amortized Cost Basis by Origination Year
	2023		2022		2021		2020		2019		Prior		Revolving Loans		Loans Converted to Term		Total
Commercial
Pass	$	28,457	$	12,818	$	3,101	$	5,959	$	8,560	$	15,005	$	22,694	$	14	$	96,608
Watch		-		44		-		-		122		7		7		-		180
Special Mention		-		-		1		-		-		93		215		-		309
Substandard		-		73		10		40		344		261		-		487		1,215
Total commercial	$	28,457	$	12,935	$	3,112	$	5,999	$	9,026	$	15,366	$	22,916	$	501	$	98,312
Current period gross write-off	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
.
Real estate construction and land
Pass	$	3,665	$	13,539	$	4,512	$	1,754	$	940	$	2,932	$	-	$	-	$	27,342
Watch		-		-		-		-		-		329		-		-		329
Special Mention		-		-		-		-		-		750		-		-		750
Substandard		-		-		-		-		364		1,040		-		-		1,404
Total real estate construction and land	$	3,665	$	13,539	$	4,512	$	1,754	$	1,304	$	5,051	$	-	$	-	$	29,825
Current period gross write-off	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
.
1-4 family residential mortgages
Pass	$	9,025	$	14,994	$	57,925	$	77,837	$	25,810	$	93,193	$	23,425	$	387	$	302,596
Watch		-		1,396		125		1,449		-		6,025		470		-		9,465
Special Mention		-		853		127		-		-		1,389		78		-		2,447
Substandard		-		-		55		507		99		2,161		-		-		2,822
Total 1-4 family residential mortgage	$	9,025	$	17,243	$	58,232	$	79,793	$	25,909	$	102,768	$	23,973	$	387	$	317,330
Current period gross write-off	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
.
Commercial mortgages
Pass	$	48,144	$	40,929	$	48,145	$	105,357	$	36,869	$	168,088	$	2,518	$	-	$	450,050
Watch		-		-		265		178		7,311		13,216		-		-		20,970
Special Mention		-		-		394		291		-		4,257		-		-		4,942
Substandard		156		-		1,860		2,838		-		5,827		-		-		10,681
Total commercial mortgages	$	48,300	$	40,929	$	50,664	$	108,664	$	44,180	$	191,388	$	2,518	$	-	$	486,643
Current period gross write-off	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Consumer
Pass	$	76	$	237	$	587	$	412	$	179	$	24,303	$	14,389			$	40,183
Watch		-		-		-		15		12		825		-				852
Special Mention		-		-		-		-		-		75		1		9		85
Substandard		-		-		3		-		8		107		-				118
Total consumer	$	76	$	237	$	590	$	427	$	199	$	25,310	$	14,390	$	9	$	41,238
Current period gross write-off	$	-	$	-	$	17	$	1	$	27	$	273	$	4	$	-	$	322

Credit Quality Indicators

The Company utilizes the following credit quality indicators:

Pass

Loans with the following risk ratings are pooled by class and considered together as “Pass”:

Excellent – minimal risk loans secured by cash or fully guaranteed by a U.S. government agency

Good – low risk loans secured by marketable collateral within margin

Satisfactory – modest risk loans where the borrower has strong and liquid financial statements and more than adequate cash flow

Average – average risk loans where the borrower has reasonable debt service capacity

Marginal – acceptable risk loans where the borrower has acceptable financial statements but is leveraged

Watch

These loans have an acceptable risk but require more attention than normal servicing.

Special Mention

These potential problem loans are currently protected but are potentially weak.

Substandard

These problem loans are inadequately protected by the sound worth and paying capacity of the borrower and/or the value of any collateral pledged. These loans may be considered impaired and evaluated on an individual basis.

Doubtful

Loans with this rating have significant deterioration in the sound worth and paying capacity of the borrower and/or the value of any collateral pledged, making collection or liquidation of the loan in full highly questionable. These loans would be considered impaired and evaluated on an individual basis.

Prior to the adoption of ASC 326

The following table presents the changes in the ACL by major classification during the year ended December 31, 2022 (dollars in thousands):


	Commercial Loans			Real Estate Construction and Land			Real Estate Mortgages			Consumer Loans			Total
Allowance for Credit Losses:
Balance as of beginning of year	$	252		$	399		$	4,478		$	855		$	5,984
Charge-offs		(600	)		-			-			(655	)		(1,255	)
Recoveries		519			9			11			178			717
Provision for (recovery of) loan losses		23			(187	)		(51	)		321			106
Ending Balance	$	194		$	221		$	4,438		$	699		$	5,552

Ending Balance:
Individually evaluated for impairment	$	-		$	-		$	-		$	23		$	23
Collectively evaluated for impairment		194			221			4,438			676			5,529
Acquired loans - purchased credit impaired		-			-			-			-			-

Loans:
Individually evaluated for impairment	$	-		$	-		$	583		$	700		$	1,283
Collectively evaluated for impairment		70,509			36,080			751,823			44,653			903,065
Acquired loans - purchased credit impaired		630			1,461			29,904			72			32,067
Ending Balance	$	71,139		$	37,541		$	782,310		$	45,425		$	936,415

The following represents the loan portfolio designated by the internal risk ratings assigned to each credit as of December 31, 2022 (dollars in thousands). There were no loans rated “Doubtful” as December 31, 2022.


December 31, 2022	Excellent		Good		Pass		Watch		Special Mention		Sub- standard		TOTAL
Commercial	$	30,121	$	16,058	$	22,853	$	992	$	122	$	993	$	71,139
Real estate construction and land		-		-		35,258		342		532		1,409	$	37,541
1-4 family residential mortgages		-		-		308,041		7,935		5,431		1,778	$	323,185
Commercial mortgages		-		-		408,513		34,828		3,872		11,912	$	459,125
Consumer		461		17,544		26,326		977		22		95	$	45,425
Total Loans	$	30,582	$	33,602	$	800,991	$	45,074	$	9,979	$	16,187	$	936,415

Note 6. Goodwill and Other Intangible Assets

The carrying amount of goodwill was $7.8 million at June 30, 2023 and December 31, 2022 and $8.1 million as of June 30, 2022. The reduction from June 30, 2022 to the other periods presented resulted from the sale of Sturman Wealth Advisors in December of 2022 and the elimination of associated goodwill of $372 thousand.

The Company had $5.8 million, $6.6 million and $7.6 million of other intangible assets as of June 30, 2023, December 31, 2022 and June 30, 2022, respectively. Other intangible assets were recognized in connection with (i) the book of business, including interest in the client relationships of an officer, in connection with the acquisition of Sturman Wealth Advisors in 2016, and (ii) the core deposits acquired from Fauquier in 2021. The other intangible assets related to Sturman Wealth Advisors were eliminated from the balance sheet in December of 2022 upon sale of the business line. The following table summarizes the gross carrying amounts and accumulated amortization of other intangible assets (dollars in thousands):


	June 30, 2023					December 31, 2022					June 30, 2022
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets:
Core deposit intangible	$	9,660	$	(3,845	)	$	9,660	$	(3,074	)	$	9,660	$	(2,255	)
Customer relationships intangible		-		-			-		-			773		(533	)
Total	$	9,660	$	(3,845	)	$	9,660	$	(3,074	)	$	10,433	$	(2,788	)

Amortization expense was $379 thousand and $444 thousand for the three months ended June 30, 2023 and 2022, respectively and $770 thousand and $900 thousand for the six months ended June 30, 2023 and 2022, respectively. Note that the amortization expense amounts for 2022 included intangible amortization expense of Sturman Wealth.

Estimated future amortization expense as of June 30, 2023 is as follows (dollars in thousands):


	Core
	Deposit
	Intangible
For the six months ending December 31, 2023	$	722
For the year ending December 31, 2024		1,301
For the year ending December 31, 2025		1,110
For the year ending December 31, 2026		918
For the year ending December 31, 2027		726
Thereafter		1,038
Total	$	5,815

Note 7. Leases

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 for a term similar to the length of the lease, including any probable renewal options available. 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.

Lease payments for short-term leases are recognized as lease expense on a straight-line basis over the lease term. Payments for leases with terms longer than twelve months are included in the determination of the lease liability.

Each of the Company’s long-term lease agreements is classified as an operating lease. 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):


	June 30, 2023			June 30, 2022
Lease liability	$	6,301		$	6,925
Right-of-use asset	$	6,634		$	7,343
Weighted average remaining lease term	5.03 years			5.84 years
Weighted average discount rate		2.07	%		1.97	%


	Three Months Ended June 30,				Six Months Ended June 30,
Lease Expense:	2023		2022		2023		2022
Operating lease expense	$	395	$	449	$	906	$	894
Short-term lease expense		81		139		204		191
Total lease expense	$	476	$	588	$	1,110	$	1,085
Cash paid for amounts included in lease liabilities	$	336	$	418	$	848	$	832

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities is as follows (dollars in thousands):


Undiscounted Cash Flow	June 30, 2023
Six months ending December 31, 2023	$	694
Twelve months ending December 31, 2024		1,332
Twelve months ending December 31, 2025		1,248
Twelve months ending December 31, 2026		907
Twelve months ending December 31, 2027		811
Thereafter		1,665
Total undiscounted cash flows	$	6,657
Less: Discount		(356	)
Lease liability	$	6,301

Note 8. Net Income Per Share

The table below shows the weighted average number of shares used in computing net income per common share and the effect of the weighted average number of shares of potential dilutive common stock for the three and six months ended June 30, 2023 and 2022. Diluted net income per share is computed based on the weighted average number of shares of common stock equivalents outstanding, to the extent dilutive. The Company’s common stock equivalents relate to outstanding common stock options. The recipients of unvested restricted shares have full voting and dividend rights, and as such, unvested restricted stock as of June 30, 2023 and June 30, 2022 is included in the calculation of basic and diluted net income per share (dollars below reported in thousands except per share data).


Three Months Ended	June 30, 2023							June 30, 2022
	Net Income		Weighted Average Shares		Per Share Amount			Net Income		Weighted Average Shares		Per Share Amount
Basic net income per share	$	5,651		5,357,873	$	1.05		$	5,685		5,326,271	$	1.07
Effect of dilutive stock options		-		17,200		-			-		20,737		(0.01	)
Diluted net income per share	$	5,651		5,375,073	$	1.05		$	5,685		5,347,008	$	1.06

Six Months Ended	June 30, 2023							June 30, 2022
	Net Income		Weighted Average Shares		Per Share Amount			Net Income		Weighted Average Shares		Per Share Amount
Basic net income per share	$	11,442		5,348,040	$	2.14		$	10,609		5,319,166	$	1.99
Effect of dilutive stock options		-		27,505		(0.01	)		-		26,076		(0.01	)
Diluted net income per share	$	11,442	$	5,375,545	$	2.13		$	10,609		5,345,242	$	1.98

For the three and six months ended June 30, 2023, there were 105,501 option shares considered anti-dilutive and excluded from this calculation. For the three and six months ended June 30, 2022, there were 101,901 option shares considered anti-dilutive and excluded from this calculation.

Note 9. Stock Incentive Plans

At the Annual Shareholders Meeting on June 23, 2022, shareholders approved the Virginia National Bankshares Corporation 2022 Stock Incentive Plan. The 2022 Plan made available up to 150,000 shares of the Company’s common stock to be issued to plan participants. The 2014 Plan made available up to 275,625 shares of the Company’s common stock, as adjusted by prior issued stock dividends, to be issued to plan participants. The 2022 Plan and the 2014 Plan provide for granting of both incentive and nonqualified stock options, as well as restricted stock, unrestricted stock and other stock based awards. No new grants can be issued under the 2005 Stock Incentive Plan as this plan has expired.

For the 2022 Plan, the option price for any stock options cannot be less that the fair value of the Company’s stock on the grant date. In addition, 95% of the common stock authorized for issuance must have a vesting or exercise schedule of at least one year. For the 2014 Plan and the 2005 Plan, the option price of incentive stock options cannot be less than the fair value of the stock at the time an option is granted and nonqualified stock options may be granted at prices established by the Board of Directors, including prices less than the fair value on the date of grant. Outstanding stock options generally expire ten years from the grant date. Stock options generally vest by the fourth or fifth anniversary of the date of the grant.

A summary of the shares issued and available under each of the Plans is shown below as of June 30, 2023. Share data and exercise price range per share have been adjusted to reflect prior issued stock dividends. Although the 2005 Plan has expired and no new grants will be issued under this plan, there were options issued before the plan expired that are still outstanding as shown below.


	2022 Plan			2014 Plan			2005 Plan
Aggregate shares issuable		150,000			275,625			253,575
Options issued, net of forfeited and expired options		-			(173,706	)		(59,870	)
Unrestricted stock issued		-			(11,635	)		-
Restricted stock grants issued, net of forfeited		(18,932	)		(84,253	)		-
Cancelled due to Plan expiration		-			-			(193,705	)
Remaining available for grant		131,068			6,031			-

Stock grants issued and outstanding:
Total vested and unvested shares		18,932			95,888			-
Fully vested shares		-			48,675			-

Option grants issued and outstanding:
Total vested and unvested shares		-			170,501			-
Fully vested shares		-			109,616			-

Exercise price range	$	-		$23.75 to $42.62			$	-

The Company accounts for all of its stock incentive plans under recognition and measurement accounting principles which require that the compensation cost relating to stock-based payment transactions be recognized in the financial statements. Stock-based compensation arrangements include stock options and restricted stock. All stock-based payments to employees are required to be valued at a fair value on the date of grant and expensed based on that fair value over the applicable vesting period.

Stock Options

Changes in the stock options outstanding related to the Plans are summarized below (dollars in thousands except per share data):


	June 30, 2023
	Number of Options			Weighted Average Exercise Price			Aggregate Intrinsic Value
Outstanding at January 1, 2023		168,280		$	33.95		$	830
Issued		3,600		$	35.13
Exercised		(1,379	)	$	(13.69	)
Expired		-		$	-
Outstanding at June 30, 2023		170,501		$	34.14		$	488

Options exercisable at June 30, 2023		109,616		$	36.72		$	222

For the three months ended June 30, 2023 and 2022, the Company recognized $68 thousand and $41 thousand, respectively, in compensation expense for stock options. For the six months ended June 30, 2023 and 2022, the Company recognized $110 thousand and $83 thousand, respectively, in compensation expense for stock options. As of June 30, 2023, there was $153 thousand in unrecognized compensation expense remaining to be recognized in future reporting periods through 2026. The fair value of any stock option grant is estimated at the grant date using the Black-Scholes pricing model. There were stock options grants of 3,600 issued during the three months ended June 30, 2023 and none granted during the first quarter of 2023. There were no stock option grants issued during the three and six months ended June 30, 2022.

Summary information pertaining to options outstanding at June 30, 2023 is shown below. Share and per share data have been adjusted to reflect the prior stock dividends issued.


	Options Outstanding					Options Exercisable
Exercise Price	Number of Options Outstanding		Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price		Number of Options Exercisable		Weighted- Average Exercise Price
$23.75 to $30.00		65,000	7.0 Years	$	24.65		30,600	$	24.90
$30.01 to $40.00		48,020	7.3 Years	$	36.83		21,536	$	37.79
$40.01 to $42.62		57,481	4.9 Years	$	42.62		57,480	$	42.62
Total		170,501	6.4 Years	$	34.14		109,616	$	36.72

Stock Grants

Unrestricted stock grant – No unrestricted stock grants were awarded during the six months ended June 30, 2023. During the six months ended June 30, 2022, 100 shares of unrestricted stock were granted to an employee for a total expense of $3 thousand.

Restricted stock grants – 8,400 and 18,932 restricted shares were granted to employees and non-employee directors, respectively, vesting over a four-year period, during the six months ended June 30, 2023. (Note that all such shares were granted during the second quarter of 2023 with no shares granted during the first quarter of 2023.) During the six months ended June 30, 2022, 5,580 and 12,856 restricted shares, were granted to employees and non-employee directors, respectively, vesting over a four-year or five-year period. (Note that all such shares were granted during the first quarter of 2022 with no shares granted during the second quarter of 2022.) For the three and six months ended June 30, 2023, $120 and $231 thousand, respectively, was expensed as a result of restricted stock grants. As of June 30, 2023, there was $1.9 million in unrecognized compensation expense for all restricted stock grants remaining to be recognized in future reporting periods through 2027.

Changes in the restricted stock grants outstanding during the six months ended June 30, 2023 are summarized below (dollars in thousands except per share data):


	June 30, 2023
	Number of Shares			Weighted Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value
Nonvested as of January 1, 2023		51,664		$	32.05	$	1,661
Issued		27,332		$	32.73	$	879
Vested		(12,851	)	$	30.40	$	(413	)
Forfeited		-		$	-	$	-
Nonvested at June 30, 2023		66,145		$	32.65	$	2,127

Note 10. Fair Value Measurements

Determination of Fair Value

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. This codification clarifies that the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

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

Fair Value Hierarchy

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


	Level 1 –		Valuation is based on quoted prices in active markets for identical assets and liabilities.

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

	Level 3 –		Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market

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

Securities available for sale

Securities AFS are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2). Additional information on interest rate swaps is presented in Note 12 – Derivative Instruments and Hedging Activities.

Interest rate swaps

The Company recognizes interest rate swaps at fair value. The Company has contracted with a third-party to provide valuations for interest rate swaps using standard valuation techniques. The Company’s interest rate swaps are classified as Level 2. Additional information on interest rate swaps is presented in Note 12 – Derivative Instruments and Hedging Activities.

The following tables present the balances measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 (dollars in thousands):


			Fair Value Measurements at June 30, 2023 Using:
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	Balance		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Government treasuries	$	175,551	$	-	$	175,551	$	-
U.S. Government agencies		38,839		-		38,839		-
Mortgage-backed securities/CMOs		157,788		-		157,788		-
Corporate bonds		18,702		-		18,702		-
Municipal bonds		82,988		-		82,988		-
Total securities available for sale	$	473,868	$	-	$	473,868	$	-


			Fair Value Measurements at December 31, 2022 Using:
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	Balance		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Government treasuries	$	242,470	$	-	$	242,470	$	-
U.S. Government agencies		28,755		-		28,755		-
Mortgage-backed securities/CMOs		167,076		-		167,076		-
Corporate bonds		18,729		-		18,729
Municipal bonds		81,156		-		81,156		-
Total securities available for sale	$	538,186	$	-	$	538,186	$	-

Liabilities:
Interest rate swap liabilities	$	506	$	-	$	506	$	-
Total liabilities at fair value	$	538,692	$	-	$	538,692	$	-

Certain financial assets are measured at fair value on a nonrecurring basis in accordance with 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 assets recorded at fair value on a nonrecurring basis in the consolidated financial statements:

Collateral Dependent Loans with an ACL

In accordance with ASC 326, we may determine that an individual loan exhibits unique risk characteristics which differentiate it from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the ACL are determined by analyzing the borrower's ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower's industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. We reevaluate the fair value of collateral supporting collateral dependent loans on a quarterly basis. The fair value of real estate collateral supporting collateral dependent loans is evaluated by appraisal services using a methodology that is consistent with the Uniform Standards of Professional Appraisal Practice.

The following table presents the Company's assets that were measured at fair value on a nonrecurring basis as of June 30, 2023 (dollars in thousands). There were no such assets to report as of December 31, 2022.

Quoted Prices
in Active
Markets for
Identical Assets

Significant
Other
Observable
Inputs

Significant
Unobservable
Inputs

Description

Balance

(Level 1)

(Level 2)

(Level 3)

Assets:

Individually evaluated loans

461

Description

Fair Value

Valuation Technique

Unobservable Inputs

Discount Rate

Assets:

Individually evaluated loans

461

Market comparables

Discount applied to recent appraisal

20.0

ASC 825, “Financial Instruments,” requires disclosures about fair value of financial instruments for interim periods and excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The Company uses the exit price notion in calculating the fair values of financial instruments not measured at fair value on a recurring basis.

The carrying values and estimated fair values of the Company's financial instruments as of June 30, 2023 and December 31, 2022 are as follows (dollars in thousands):


			Fair Value Measurements at June 30, 2023 Using:
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Carrying value		Level 1		Level 2		Level 3		Fair Value
Assets
Cash and cash equivalent	$	29,939	$	29,939	$	-	$	-	$	29,939
Available for sale securities		473,868		-		473,868		-		473,868
Restricted securities		7,438		-		7,438		-		7,438
Loans, net		965,485		-		-		902,429		902,429
Bank owned life insurance		39,065		-		39,065		-		39,065
Accrued interest receivable		5,092		-		2,137		2,955		5,092

Liabilities
Demand deposits and interest-bearing transaction and money market accounts	$	1,123,120	$	-	$	1,123,120	$	-	$	1,123,120
Certificates of deposit		224,956		-		224,677		-		224,677
Federal funds purchased		20,503	$	-		20,503	$	-		20,503
FHLB Borrowings		59,666		-		59,717		-		59,717
Junior subordinated debt, net		3,436		-		3,436		-		3,436
Accrued interest payable		1,059		-		1,059		-		1,059


			Fair Value Measurements at December 31, 2022 Using:
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Carrying value		Level 1		Level 2		Level 3		Fair Value
Assets
Cash and cash equivalent	$	40,136	$	40,136	$	-	$	-	$	40,136
Available for sale securities		538,186		-		538,186		-		538,186
Restricted securities		5,137		-		5,137		-		5,137
Loans, net		930,863		-		-		890,929		890,929
Assets held for sale		965		-		965		-		965
Bank owned life insurance		38,552		-		38,552		-		38,552
Accrued interest receivable		4,879		-		2,265		2,614		4,879
Interest rate swap asset		506		-		506		-		506

Liabilities
Demand deposits and interest-bearing transaction and money market accounts	$	1,363,232	$	-	$	1,363,232	$	-	$	1,363,232
Certificates of deposit		115,106		-		109,260		-		109,260
Junior subordinated debt, net		3,413		-		3,413		-		3,413
Accrued interest payable		157		-		157		-		157

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. Consequently, the fair values of the Company’s financial instruments will fluctuate when interest rate levels change, and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk; however, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

Note 11. Other Comprehensive Income (Loss)

The following table presents the changes in each component of accumulated other comprehensive income (loss) as of June 30, 2023 and June 30, 2022 (dollars in thousands).


	AFS Securities			Interest Rate Swap			Total
Accumulated other comprehensive income (loss) at December 31, 2022	$	(49,024	)	$	400		$	(48,624	)

Other comprehensive income (loss) arising during the period		3,647			(46	)		3,601
Related income tax effects		(766	)		9			(757	)
		2,881			(37	)		2,844

Reclassification into net income		206			(460	)		(254	)
Related income tax effects		(43	)		97			54
		163			(363	)		(200	)

Accumulated other comprehensive loss at June 30, 2023	$	(45,980	)	$	—		$	(45,980	)

	AFS Securities			Interest Rate Swap			Total
Accumulated other comprehensive loss at December 31, 2021	$	(2,164	)	$	(47	)	$	(2,211	)

Other comprehensive income (loss) arising during the period		(45,415	)		499			(44,916	)
Related income tax effects		9,536			(104	)		9,432
		(35,879	)		395			(35,484	)

Accumulated other comprehensive income (loss) at June 30, 2022	$	(38,043	)	$	348		$	(37,695	)

Note 12. Derivative Instruments and Hedging Activities

The Company uses derivative financial instruments primarily to manage risks to the Company associated with changing interest rates, and to assist customers with their risk management objectives. The Company designates certain interest rate swaps as hedging instruments in qualifying cash flow hedges. The changes in fair value of these designated hedging instruments is reported as a component of other comprehensive income. Customer accommodation loan swaps are derivative contracts that are not designated in a qualifying hedging relationship.

Cash flow hedges. The Company designates interest rate swaps as cash flow hedges when they are used to manage exposure to variability in cash flows on variable rate borrowings such as the Company’s junior subordinated debt. These interest rate swaps are derivative financial instruments that manage the risk of variability in cash flows by exchanging variable-rate interest payments on a notional amount of the Company’s borrowings for fixed-rate interest payments. Interest rate swaps designated as cash flow hedges are expected to be highly effective in offsetting the effect of changes in interest rates on the amount of variable-rate interest payments, and the Company assesses the effectiveness of each hedging relationship quarterly. If the Company determines that a cash flow hedge is no longer highly effective, future changes in the fair value of the hedging instrument would be reported in earnings. At December 31, 2022, the Company had a designated cash flow hedge to manage its exposure to variability in cash flows on one variable rate borrowing through 2036. In anticipation of terminating the borrowing position, such hedge position was liquidated in the first quarter of 2023 for a gain of $479 thousand. There are no other hedges in place as of June 30, 2023.

Unrealized gains or losses recorded in other comprehensive income (loss) related to cash flow hedges are reclassified into earnings in the same period(s) during which the hedged interest payments affect earnings. When a designated hedging instrument is terminated and the hedged interest payments remain probable of occurring, any remaining unrecognized gain or loss in other comprehensive income is reclassified into earnings in the period(s) during which the forecasted interest payments affect earnings. Amounts reclassified into earnings and interest receivable or payable under designated interest rate swaps are reported in interest expense. The Company does not expect any unrealized losses related to cash flow hedges to be reclassified into earnings in the next twelve months.

Cash collateral held at other banks for swaps was $580 thousand as of December 31, 2022. Related to the liquidation of the hedge as noted above, the cash collateral was returned to the Company. Collateral was dependent on the market valuation of the underlying hedges.

The follow table summarizes the Company’s derivative instruments as of December 31, 2022 (dollars in thousands):

December 31, 2022

Derivatives designated as hedging instruments

Notional/ Contract Amount

Fair Value

Fair Value Balance Sheet Location

Expiration Date

Interest rate forward swap - cash flow

4,000

506

Junior subordinated debt

6/15/2031

Note 13. Segment Reporting

For the financial periods noted in this report, the Company has four reportable segments. Each reportable segment is a strategic business unit that offers different products and services. They are managed separately, because each segment appeals to different markets and, accordingly, require different technology and marketing strategies. The accounting policies of the segments are the same as those described in the summary of significant accounting policies provided earlier in this report.

The four reportable segments are:

•

Bank - The commercial banking segment involves making loans and generating deposits from individuals, businesses and charitable organizations. Loan fee income, service charges from deposit accounts, and other non-interest-related fees, such as fees for debit cards and ATM usage and fees for treasury management services, generate additional income for the Bank segment.

•

Sturman Wealth Advisors – Sturman Wealth Advisors, formerly known as VNB Investment Services, offered wealth management and investment advisory services. Revenue for this segment was generated primarily from investment advisory and financial planning fees, with a small portion attributable to brokerage commissions. The Bank sold this business line effective December 19, 2022.

•

VNB Trust & Estate Services – VNB Trust & Estate Services offers corporate trustee services, trust and estate administration, IRA administration and custody services. Revenue for this segment is generated from administration, service and custody fees, as well as management fees that are derived from Assets Under Management. Investment management services currently are offered through in-house and third-party managers.

•

Masonry Capital - Masonry Capital offers investment management services for separately managed accounts and a private investment fund employing a value-based, catalyst-driven investment strategy. Revenue for this segment is generated from management fees that are derived from Assets Under Management and incentive income that is based on the investment returns generated on performance-based Assets Under Management.

Segment information for the three and six months ended June 30, 2023 and 2022 is shown in the following tables (dollars in thousands). Note that asset information is not reported below, as the assets of VNB Trust & Estate Services are reported at the Bank level and the assets of Sturman Wealth Advisors were reported at the Bank level prior to the sale of the business line on December 19, 2022; also, assets specifically allocated to the lines of business other than the Bank are insignificant and are no longer provided to the chief operating decision maker.


Three months ended June 30, 2023	Bank		VNB Trust & Estate Services			Masonry Capital			Consolidated
Net interest income	$	13,703	$	-		$	-		$	13,703
Provision for credit losses		261		-			-			261
Noninterest income		1,637		250			158			2,045
Noninterest expense		7,987		361			216			8,564
Income (loss) before income taxes		7,092		(111	)		(58	)		6,923
Provision for (benefit from) income taxes		1,308		(24	)		(12	)		1,272
Net income (loss)	$	5,784	$	(87	)	$	(46	)	$	5,651


Six months ended June 30, 2023	Bank		VNB Trust & Estate Services			Masonry Capital			Consolidated
Net interest income	$	27,116	$	-		$	-		$	27,116
Provision for credit losses		13		-			-			13
Noninterest income		3,492		510			319			4,321
Noninterest expense		16,355		672			398			17,425
Income (loss) before income taxes		14,240		(162	)		(79	)		13,999
Provision for (benefit from) income taxes		2,607		(34	)		(16	)		2,557
Net income (loss)	$	11,633	$	(128	)	$	(63	)	$	11,442


Three months ended June 30, 2022	Bank			Sturman Wealth Advisors		VNB Trust & Estate Services			Masonry Capital		Consolidated
Net interest income	$	12,461		$	-	$	-		$	-	$	12,461
Provision for (recovery of) credit losses		(217	)		-		-			-		(217	)
Noninterest income		2,851			210		365			220		3,646
Noninterest expense		8,717			161		376			188		9,442
Income (loss) before income taxes		6,812			49		(11	)		32		6,882
Provision for (benefit from) income taxes		1,181			11		(2	)		7		1,197
Net income (loss)	$	5,631		$	38	$	(9	)	$	25	$	5,685

Six months ended June 30, 2022	Bank			Sturman Wealth Advisors		VNB Trust & Estate Services			Masonry Capital		Consolidated
Net interest income	$	23,886		$	-	$	-		$	-	$	23,886
Provision for (recovery of) credit losses		(69	)		-		-			-		(69	)
Noninterest income		4,385			426		3,196			426		8,433
Noninterest expense		17,538			327		1,298			374		19,537
Income before income taxes		10,802			99		1,898			52		12,851
Provision for income taxes		1,811			21		399			11		2,242
Net income	$	8,991		$	78	$	1,499		$	41	$	10,609

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the unaudited consolidated financial statements, and notes thereto, of Virginia National Bankshares Corporation included in this report and the audited consolidated financial statements, and notes thereto, of the Company included in the Company’s Form 10-K for the year ended December 31, 2022. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results for the year ending December 31, 2023 or any future period.

FORWARD-LOOKING STATEMENTS AND FACTORS THAT COULD AFFECT FUTURE RESULTS

Certain statements contained or incorporated by reference in this quarterly report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, statements with respect to the Company’s operations, performance, future strategy and goals, and are often characterized by use of qualified words such as “expect,” “believe,” “estimate,” “project,” “anticipate,” “intend,” “will,” “should,” or words of similar meaning or other statements concerning the opinions or judgment of the Company and its management about future events. While Company management believes such statements to be reasonable, future events and predictions are subject to circumstances that are not within the control of the Company and its management. Actual results may differ materially from those included in the forward-looking statements due to a number of factors, including, without limitation, the effects of and changes in: inflation, interest rates, market and monetary fluctuations; liquidity and capital requirements; market disruptions including pandemics or significant health hazards, severe weather conditions, natural disasters, terrorist activities, financial crises, political crises, war and other military conflicts (including the ongoing military conflict between Russia and Ukraine) or other major events, the governmental and societal responses thereto, or the prospect of these events; changes, particularly declines, in general economic and market conditions in the local economies in which the Company operates, including the effects of declines in real estate values; 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 impact of changes in laws, regulations and guidance related to financial services including, but not limited to, taxes, banking, securities and insurance; changes in accounting principles, policies and guidelines; the financial condition of the Company’s borrowers; the Company's ability to attract, hire, train and retain qualified employees; an increase in unemployment levels; competitive pressures on loan and deposit pricing and demand; fluctuation in asset quality; assumptions that underlie the Company’s ACL; the value of securities held in the Company's investment portfolio; performance of assets under management; cybersecurity threats or attacks and the development and maintenance of reliable electronic systems; changes in technology and their impact on the marketing of new products and services and the acceptance of these products and services by new and existing customers; the willingness of customers to substitute competitors’ products and services for the Company’s products and services; the risks and uncertainties described from time to time in the Company’s press releases and filings with the SEC; and the Company’s performance in managing the risks involved in any of the foregoing. Many of these factors and additional risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and other reports filed from time to time by the Company with the Securities and Exchange Commission. These statements speak only as of the date made, and the Company does not undertake to update any forward-looking statements to reflect changes or events that may occur after this release.

OVERVIEW

Our primary financial goal is to maximize the Company’s earnings to increase long-term shareholder value. We monitor three key financial performance measures to determine our success in realizing this goal: 1) return on average assets, 2) return on average equity, and 3) net income per share.

•

ROAA for the three months ended June 30, 2023 was 1.46% compared to 1.27% realized in the same period in the prior year, as average assets were lower in the current period as compared to the same period in the prior year. ROAA for the six months ended June 30, 2023 was 1.47% compared to 1.15% realized in the same period in the prior year.

•

ROAE for the three months ended June 30, 2023 was 15.98% compared to 16.20% realized in same period in the prior year. ROAE for the six months ended June 30, 2023 was 16.74% compared to 14.26% realized in same period in the prior year.

•

Net income per diluted share was $1.05 for the three months ended June 30, 2023, compared to $1.06 for the same period in the prior year. Net income per diluted share was $2.13 for the six months ended June 30, 2023, compared to $1.98 for the same period in the prior year, due to the increase of $833 thousand in net income.

We also manage our capital levels through growth, quarterly cash dividends, periodic stock dividends and share repurchases, when prudent, while maintaining a strong capital position. During the second quarter of 2023, the Board of Directors approved a share repurchase plan of up to 5% of outstanding common stock, subject to consultation with the Federal Reserve.

Refer to the Results of Operations, Non-GAAP Presentation section, later in this Management’s Discussion and Analysis for more discussion on these financial performance measures.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The accounting and reporting policies followed by the Company conform, in all material respects, to GAAP and to general practices within the financial services industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While the Company bases estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates.

The Company considers accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain, and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the Company’s consolidated financial statements. The Company’s accounting policies are fundamental to understanding management’s discussion and analysis of financial condition and results of operations.

For additional information regarding critical accounting policies, refer to the Application of Critical Accounting Policies and Critical Accounting Estimates section under Item 7 in the Company’s 2022 Form 10-K. The significant change in the Company’s application of critical accounting policies since December 31, 2022 relates to the estimate of the allowance for credit losses, described as follows:

Allowance for credit losses - The Company establishes the ACL through charges to earnings in the form of a provision for credit losses. Loan losses are charged against the allowance for credit losses for the difference between the carrying value of the loan and the estimated net realizable value or fair value of the collateral, if collateral dependent, when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the ACL. The ACL represents management’s current estimate of expected credit losses over the contractual term of loans held for investment, and is recorded at an amount that, in management’s judgment, reduces the recorded investment in loans to the net amount expected to be collected. Management’s judgment in determining the level of the ACL is based on evaluations of historical loan losses, current conditions and reasonable and supportable forecasts relevant to the collectability of loans. The measurement of the ACL on all loans is based in part on forecasts of the national unemployment rate, which we believe to be indicative of risk factors related to the collectability of the loans. In addition, management’s estimate of expected credit losses is based on the remaining life of certain consumer loans held for investment, and changes in expected prepayment behavior may result in changes in the remaining life of loans and expected credit losses. Management also assesses the risk of credit losses arising from changes in general market, economic and business conditions; the nature and volume of the loan portfolio; the volume and severity of delinquencies and adversely classified loan balances and the value of underlying collateral in determining the recorded balance of the ACL. This evaluation is inherently subjective because it requires estimates that are susceptible to significant revision as more information becomes available. In evaluating the level of the ACL, we consider a range of possible assumptions and outcomes related to the various factors identified above. The level of the allowance is particularly sensitive to changes in the actual and forecasted national unemployment rate and changes in current conditions or reasonably expected future conditions affecting the collectability of loans.

FINANCIAL CONDITION

Total assets

The total assets of the Company as of June 30, 2023 were $1.6 billion. This is a $39.3 million, or 2.4%, decrease from total assets reported at December 31, 2022 and a $160.8 million, or 9.2%, decrease from total assets reported at June 30, 2022. During 2022, the Company made a strategic decision to delay increasing rates paid on deposit accounts. As a result, the Company has experienced expected declines in deposit balances through the second quarter of 2023, which resulted in decreases within overnight investments and in the securities portfolio in order to provide necessary funding.

Interest-bearing deposits in other banks

The Company had $20.2 million of interest-bearing deposits in other banks as of June 30, 2023, compared to $19.1 million as of December 31, 2022 and $145.2 million as of June 30, 2022. During 2022, significant excess liquidity was deployed into short-term investment securities. During the first six months of 2023, customer deposit balances declined $130.3 million, which was largely funded by interest-bearing deposits in other banks.

Federal funds sold

The Company had no overnight federal funds sold as of June 30, 2023, $45 thousand as of December 31, 2022 and $52.8 million as of June 30, 2022. Any excess funds are sold on a daily basis in the federal funds market. The Company monitors liquidity on a daily basis to ensure that it maintains sufficient liquidity to meet its funding commitments at all times.

The Company participates in the Excess Balance Account of the Federal Reserve Bank of Richmond. The EBA is a limited-purpose account at the FRB for the maintenance of excess cash balances held by financial institutions. The EBA eliminates the potential of concentration risk that comes with depositing excess balances with one or multiple correspondent banks.

Securities

The Company’s investment securities portfolio as of June 30, 2023 totaled $481.3 million, a decrease of $62.0 million compared with the $543.3 million reported at December 31, 2022 and an increase of $14.3 million from the $467.0 million reported at June 30, 2022. The decrease from year-end is due to sales from lower yielding AFS securities to meet funding demands discussed earlier, while the increase during the same period in the prior year is the result of deploying excess funds into higher yielding assets. Management proactively manages the mix of earning assets and cost of funds to maximize the earning capacity of the Company. At June 30, 2023 and December 31, 2022, the investment securities holdings represented 30.4% and 33.5% of the Company’s total assets, respectively.

The Company’s investment securities portfolio included restricted securities totaling $7.4 million as of June 30, 2023, compared to $5.1 million as of December 31, 2022 and $5.1 million as of June 30, 2022. These securities represent stock in the FRB, the FHLB, CBB Financial Corporation (the holding company for Community Bankers' Bank), and an investment in an SBA loan fund. The level of FRB and FHLB stock that the Company is required to hold is determined in accordance with membership guidelines provided by the Federal Reserve and the FHLB, respectively. Stock ownership in the bank holding company for Community Bankers’ Bank provides the Company with several benefits that are not available to non-shareholder correspondent banks. None of these restricted securities are traded on the open market and can only be redeemed by the respective issuer.

At June 30, 2023, the unrestricted securities portfolio totaled $473.9 million. The following table summarizes the Company's AFS securities by type as of June 30, 2023, December 31, 2022, and June 30, 2022 (dollars in thousands):


	June 30, 2023					December 31, 2022					June 30, 2022
			% of					% of					% of
	Balance		Total			Balance		Total			Balance		Total
U.S. Government treasuries	$	175,551		37.0	%	$	242,470		45.1	%	$	161,009		34.9	%
U.S. Government agencies		38,839		8.2	%		28,755		5.4	%		30,532		6.6	%
Mortgage-backed securities/CMOs		157,788		33.3	%		167,076		31.0	%		175,962		38.1	%
Corporate bonds		18,702		4.0	%		18,729		3.5	%		11,154		2.4	%
Municipal bonds		82,988		17.5	%		81,156		15.1	%		83,173		18.0	%
Total available for sale securities	$	473,868		100.0	%	$	538,186		100.0	%	$	461,830		100.0	%

The unrestricted securities are held primarily for earnings, liquidity, and asset/liability management purposes and are reviewed quarterly for possible other-than-temporary impairments. During this review, management analyzes the length of time the fair value has been below cost, the expectation for that security’s performance, the creditworthiness of the issuer, and the Company’s intent and ability to hold the security to recovery or maturity. These factors are analyzed for each individual security. Refer to Note 2. Adoption of New Accounting Standards for discussion on the impact of CECL to the evaluation of securities for ACL.

Loan portfolio

A management objective is to grow loan balances while maintaining the asset quality of the loan portfolio. The Company seeks to achieve this objective by maintaining rigorous underwriting standards coupled with regular evaluation of the creditworthiness of, and the designation of lending limits for, each borrowing relationship. The portfolio strategies include seeking industry, loan size, and loan type diversification to minimize credit exposure and originating loans in markets with which the Company is familiar. The Company's geographical trade area includes localities in Virginia, Maryland and the District of Columbia that are within a 100-mile radius of any office of the Company as well as the counties of Jefferson and Berkeley in West Virginia.

As of June 30, 2023, total loans were $973.3 million, compared to $936.4 million as of December 31, 2022 and $960.2 million at June 30, 2022. Loans as a percentage of total assets at June 30, 2023 were 61.4%, compared to 55.0% as of June 30, 2022. Loans as a percentage of deposits at June 30, 2023 were 72.2%, compared to 60.1% as of June 30, 2022.

The following table summarizes the Company's loan portfolio by type of loan as of June 30, 2023, December 31, 2022, and June 30, 2022 (dollars in thousands):


	June 30, 2023					December 31, 2022					June 30, 2022
	Balance		% of Total			Balance		% of Total			Balance		% of Total
Commercial loans	$	98,312		10.1	%	$	71,139		7.6	%	$	77,599		8.1	%
Real estate mortgage:
Construction and land		29,825		3.1	%		37,541		4.0	%		55,140		5.7	%
1-4 family residential mortgages		317,330		32.6	%		323,185		34.5	%		329,920		34.4	%
Commercial		486,643		50.0	%		459,125		49.0	%		446,282		46.5	%
Total real estate mortgage		833,798		85.7	%		819,851		87.6	%		831,342		86.6	%
Consumer		41,238		4.2	%		45,425		4.9	%		51,251		5.3	%
Total loans	$	973,348		100.0	%	$	936,415		100.0	%	$	960,192		100.0	%

Loan balances increased by $36.9 million or 3.9% from December 31, 2022 to June 30, 2023. During the first half of 2023, the Company funded $62.3 million in organic loan production and purchased $27.7 million in government guaranteed loans. Paydowns and normal amortization of $53.1 million significantly impacted gross loan balances during the first half of 2023. As of June 30, 2023, only $196 thousand of PPP loans remain outstanding on the Bank's balance sheet.

The following table details the Company's levels of non-owner occupied commercial real estate as of June 30, 2023, along with the average loan size and % of risk ratings for each category (dollars in thousands):


Loan Type	Balance		% of Total CRE			Average Loan Size		Special Mention			Sub- standard			Non-accrual
Hotels	$	13,005		5.37	%	$	2,601		0.00	%		0.00	%		0.00	%
Office Building		70,969		29.32	%	$	835		0.00	%		0.00	%		0.00	%
Warehouses/Industrial		47,409		19.58	%	$	1,823		0.00	%		1.42	%		0.99	%
Retail		84,631		34.96	%	$	1,387		0.06	%		0.00	%		0.00	%
Day Cares / Schools		15,735		6.50	%	$	1,574		2.26	%		0.00	%		0.00	%
All Other Commercial Buildings		10,330		4.27	%	$	795		0.00	%		0.00	%		0.00	%
Total Non-Owner Occupied CRE	$	242,079

Loan quality

The Company continues to experience extremely low levels of NPAs, as a result of strict underwriting standards and practices. However, the economic environment in the Company's lending footprint could be impacted as persistent inflation, higher interest rates, and other signs of recession materialize, which could increase NPAs in future periods.

Nonaccruals - Nonaccrual loans, comprised of six loans to five borrowers, totaled $1.2 million at June 30, 2023, compared to balances of $673 thousand and $511 thousand reported at December 31, 2022 and June 30, 2022, respectively. The adoption of CECL altered the manner in which purchased loans that were in nonaccrual status are presented, and as a result, two such loans totaling $534 thousand are now included in this figure.

Past Due Loans - The Company had loans in its portfolio totaling $107 thousand, $705 thousand and $626 thousand, as of June 30, 2023, December 31, 2022 and June 30, 2022, respectively, that were 90 or more days past due and still accruing interest as the Company deemed them to be collectible.

Troubled Loan Modifications - The Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, effective January 1, 2023 on a prospective basis. Refer to Note 1. Summary of Significant Accounting Policies in Part I, Item 1, Notes to Consolidated Financial Statements for information on the Company's accounting policy for loan modifications to borrowers experiencing financial difficulty and how the Company defines TLMs. As of June 30, 2023, the Company had TLMs totaling $1.1 million.

Troubled Debt Restructurings - After the adoption of ASU 2022-02, the Company no longer has TDRs. The below information is presented for December 31, 2022, prior to the adoption of ASU 2022-02.

As of December 31, 2022, the Company had a total of $1.3 million of loans classified as TDRs. Of this balance only one loan in the amount of $495 thousand was a nonperforming TDR. The remaining $788 thousand, of which $700 thousand were student loans, were classified as performing. Based on regulatory guidance on student lending, the Company classified 46 of its Purchased Student Loans as TDRs for a total of $700 thousand as of December 31, 2022. These borrowers that should have been in repayment have requested and been granted payment extensions or reductions exceeding the maximum lifetime allowable payment forbearance of twelve months (36 months lifetime allowance for military service), as permitted under the regulatory guidance, and are therefore considered TDRs. Student loan borrowers are allowed in-school deferments, plus an automatic six-month grace period post in-school status, before repayment is scheduled to begin, and these deferments do not count toward the maximum allowable forbearance. Management evaluated these loans individually for impairment and included any probable loss in the allowance for loan loss; interest continued to accrue on these TDRs during any deferment and forbearance periods.

Management identifies potential problem loans through its periodic loan review process and considers potential problem loans as those loans classified as special mention, substandard, or doubtful.

Allowance for Credit Losses

The relationship of the ACL to total loans and nonaccrual loans appears below (dollars in thousands):


	June 30, 2023			December 31, 2022			June 30, 2022
Total loans	$	973,348		$	936,415		$	960,192
Nonaccrual loans	$	1,185		$	673		$	511
Allowance for credit losses	$	7,863		$	5,552		$	5,503
Nonaccrual loans to total loans		0.12	%		0.07	%		0.05	%
ACL to total loans		0.81	%		0.59	%		0.57	%
ACL to nonaccrual loans		663.54	%		824.96	%		1076.91	%

The ACL on loans as a percentage of loans was 0.81% as of June 30, 2023, 0.59% as of December 31, 2022, and 0.57% as of June 30, 2022. The total of the ACL and the fair value mark as a percentage of gross loans (a non-GAAP financial measure) amounted to 1.94% as of June 30, 2023, compared to 2.29% as of December 31, 2022. The fair value mark that was allocated to the acquired loans was $21.3 million as of the Effective Date, with a remaining balance of $11.0 million as

of June 30, 2023. Refer to the Reconcilement of Non-GAAP Measures table within the Non-GAAP presentations section for a reconcilement of GAAP to non-GAAP ACL as a percentage of loans.

A recovery of provision for credit losses totaling $19 thousand and a provision for loan losses totaling $148 thousand were recorded in the six months ended June 30, 2023 and 2022, respectively. The following is a summary of the changes in the ACL for the six months ended June 30, 2023 and 2022 (dollars in thousands):


	2023			2022
Allowance for loan losses, December 31 of prior year	$	5,552		$	5,984
Impact of adoption of CECL, January 1, 2023		2,491			-
Charge-offs		(322	)		(664	)
Recoveries		161			252
Provision for (recovery of) credit losses		(19	)		(69	)
Allowance for credit losses, June 30	$	7,863		$	5,503

For additional insight into management’s approach and methodology in estimating the ACL, please refer to the earlier discussion of “Allowance for Credit Losses” in Note 5 of the Notes to Consolidated Financial Statements. In addition, Note 5 includes details regarding the rollforward of the allowance by loan portfolio segments. The rollforward tables indicate the activity for loans that are charged-off, amounts received from borrowers as recoveries of previously charged-off loan balances, and the allocation by loan portfolio segment of the provision made during the period. The events that can positively impact the amount of allowance in a given loan segment include any one or all of the following: the recovery of a previously charged-off loan balance; the decline in the amount of classified or delinquent loans in a loan segment from the previous period, which most commonly occurs when these loans are repaid or are foreclosed; or when there are improvements in the ratios used to estimate the probability of loan losses. Improvements to the ratios could include lower historical loss rates, improvements to any of the qualitative factors mentioned above, or reduced loss expectations for individually-classified loans.

Management reviews the ACL on a quarterly basis to ensure it is adequate based upon the calculated probable losses inherent in the portfolio. Management believes the ACL was adequately provided for as of June 30, 2023 and acknowledges that the ACL may increase throughout the year as economic conditions may continue to deteriorate for the foreseeable future.

Premises and equipment

The Company’s premises and equipment, net of depreciation, as of June 30, 2023 totaled $17.6 million compared to $17.8 million as of December 31, 2022 and $19.2 million as of June 30, 2022, decreasing from prior year second quarter due to the sale of a branch building in the first quarter of 2023. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed by the straight-line method based on the estimated useful lives of assets. Expenditures for repairs and maintenance are charged to expense as incurred. The costs of major renewals and betterments are capitalized and depreciated over their estimated useful lives. Upon disposition, assets and related accumulated depreciation are removed from the books, and any resulting gain or loss is charged to income.

As of June 30, 2023, the Company occupied fourteen full-service banking facilities throughout Albemarle, Fauquier and Prince William counties and the cities of Charlottesville, Richmond, Manassas and Winchester, Virginia. The Company also operates a drive-through location at 301 East Water Street, Charlottesville, Virginia.

The five-story office building at 404 People Place, Charlottesville, Virginia, located in Albemarle County, also serves as the Company’s corporate headquarters, operations center, and the office of Masonry Capital. Sturman Wealth currently leases space in the 404 People Place office building. VNB Trust & Estate Services is located at 103 Third Street, SE, Charlottesville, Virginia.

Both the Arlington Boulevard facility in Charlottesville and the People Place facility in Albemarle County also contain office space that is currently under lease to tenants.

Assets held for sale of $965 thousand as of December 31, 2022 were sold during the three months ended March 31, 2023.

Leases

As of June 30, 2023, the Company has recorded $6.6 million of right-of-use assets and $6.3 million of lease liabilities, in accordance with ASU 2016-02 “Leases” (Topic 842). As of December 31, 2022, $6.5 million of right-of-use assets and $6.2 million of lease liabilities were included on the balance sheet. Right-of-use assets are assets that represent the Company’s right to use, or control the use of, a specified asset for the lease term, offset by the lease liability, which is the Company’s obligation to make lease payments arising from a lease, measured on a discounted basis.

Deposits

Deposit accounts represent the Company’s primary source of funds and are comprised of demand deposits, interest-bearing checking, money market, and savings accounts as well as time deposits. These deposits have been provided predominantly by individuals, businesses and charitable organizations in the Commonwealth of Virginia.

Total deposits as of June 30, 2023 were $1.3 billion, a decrease of $130.3 million compared to December 31, 2022, and a decrease of $250.8 million compared to June 30, 2022 (dollars in thousands). As stated above, during 2022, the Company made a strategic decision to delay increasing rates paid on deposit accounts. As a result, the Company has experienced expected declines during 2022 and the first half of 2023 in deposit balances.


	June 30, 2023					December 31, 2022					June 30, 2022
			% of					% of					% of
	Balance		Total			Balance		Total			Balance		Total
No cost and low cost deposits:
Noninterest demand deposits	$	412,273		30.6	%	$	495,649		33.5	%	$	512,889		32.1	%
Interest checking accounts		312,773		23.2	%		399,983		27.1	%		399,930		25.0	%
Money market and savings deposit accounts		398,074		29.5	%		467,600		31.6	%		535,958		33.5	%

Total noninterest and low cost deposit accounts		1,123,120		83.3	%		1,363,232		92.2	%		1,448,777		90.6	%

Time deposit accounts:
Certificates of deposit		218,630		16.2	%		111,134		7.5	%		144,913		9.1	%
CDARS deposits		6,326		0.5	%		3,972		0.3	%		5,208		0.3	%
Total certificates of deposit and other time deposits		224,956		16.7	%		115,106		7.8	%		150,121		9.4	%

Total deposit account balances	$	1,348,076		100.0	%	$	1,478,338		100.0	%	$	1,598,898		100.0	%

Noninterest-bearing demand deposits on June 30, 2023 were $412.3 million, representing 30.6% of total deposits. Interest-bearing transaction, money market, and savings accounts totaled $710.8 million, and represented 52.7% of total deposits at June 30, 2023. Collectively, noninterest-bearing and interest-bearing transaction, money market and savings accounts represented 83.3% of total deposit accounts at June 30, 2023. These account types are an excellent source of low-cost funding for the Company.

The Company also offers insured cash sweep deposit products. ICS® deposit balances of $28.4 million and $104.4 million are included in the interest checking accounts and in the money market and savings deposit accounts balances, respectively, in the table above, as of June 30, 2023. As of December 31, 2022, ICS® deposit balances of $28.8 million and $128.6 million are included in the interest checking accounts and in the money market and savings deposit account balances, respectively. All ICS® accounts consist of reciprocal balances for the Company’s customers. The Company currently holds no brokered or specialty CDs.

The remaining 16.7% of total deposits consisted of certificates of deposit and other time deposit accounts totaling $225.0 million at June 30, 2023, increasing over the balances as of December 31, 2022 as a result of several interest rate promotions put into place in the second quarter of 2023. Included in these deposit totals are CDARSTM, whereby depositors can obtain FDIC deposit insurance on account balances of up to $50 million. CDARSTM deposits totaled $6.3 million as of June 30, 2023 and $4.0 million as of December 31, 2022, all of which were reciprocal balances for the Company’s customers.

As of June 30, 2023 and December 31, 2022, the estimated amounts of uninsured deposits were $311.6 million, or 23.1% and $459.4 million, or 31.1% of total deposits, respectively.

Federal funds purchased

The Company purchased $20.5 million in federal funds as of June 30, 2023, (comprised of $10.5 million in overnight federal funds purchased and $10 million in an unsecured federal funds line of credit), compared to no such purchases as of December 31, 2022 or June 30, 2022. As noted in the Federal funds sold section previously, any excess funds are sold on a daily basis in the federal funds market and Federal funds are purchased as needed to meet liquidity needs.

Borrowings

Borrowings, consisting primarily of FHLB advances and federal funds purchased, are additional sources of funds for the Company. The level of these borrowings is determined by various factors, including customer demand and the Company's ability to earn a favorable spread on the funds obtained.

As of June 30, 2023, based on the FHLB’s evaluation, the Company has an available credit position of $393 million, for which access can be negotiated based on multiple factors. The Company currently has a collateral dependent line of credit with the FHLB for $67.7 million, secured by commercial mortgages, with borrowings of $59.7 million as of June 30, 2023. As of December 31, 2022, there were no outstanding borrowings with the FHLB and the Company had an off-balance sheet letter of credit in the amount of $30.0 million, issued in favor of the Commonwealth of Virginia Department of the Treasury to secure public fund depository accounts. The letter of credit was secured under the collateral dependent line of credit described above and was retired in the second quarter of 2023.

Additional borrowing arrangements maintained by the Company include formal unsecured federal funds lines with six major regional correspondent banks for a total of $114.0 million and a secured line with the Federal Reserve discount window in the amount of $4.0 million, based on the market value of the collateral. The Company had $10.0 million in outstanding balances on these lines or facilities, as noted in the federal funds purchased section above, as of June 30, 2023, but no outstanding balance as of December 31, 2022 or June 30, 2022.

Junior Subordinated Debt

In 2006, a subsidiary of Fauquier, Fauquier Statutory Trust II, privately issued $4.0 million face amount of the trust’s Floating Rate Capital Securities in a pooled capital securities offering. Simultaneously, the trust used the proceeds of that sale to purchase $4.0 million principal amount of the Fauquier’s Floating Rate Junior Subordinated Deferrable Interest Debentures due 2036. As of June 30, 2023 and December 31, 2022, total capital securities were $3.4 million, as adjusted to fair value as of the date of the Merger. The interest rate on the capital security resets every three months at 1.70% above the then current three-month LIBOR and is paid quarterly. Management is in communication with the issuer regarding the alternative reference rate that will apply after the discontinuance of LIBOR.

The Trust II issuance of capital securities and the respective subordinated debentures are callable at any time. The subordinated debentures are an unsecured obligation of the Company and are junior in right of payment to all present and future senior indebtedness of the Company. The capital securities are guaranteed by the Company on a subordinated basis.

Shareholders' equity and regulatory capital ratios

The following table displays the changes in shareholders' equity for the Company from December 31, 2022 to June 30, 2023 (dollars in thousands):


Equity, December 31, 2022	$	133,416
Net income		11,442
Other comprehensive income		2,644
Impact of adoption of CECL		(1,890	)
Cash dividends declared		(3,532	)
Exercise of stock options		18
Equity increase due to expensing of stock options		110
Equity increase due to expensing of restricted stock		231
Equity, June 30, 2023	$	142,439

The Basel III capital rules require banks and bank holding companies to comply with the following minimum capital ratios: (i) a ratio of common equity Tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (effectively resulting in a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 7%); (ii) a ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum Tier 1 capital ratio of 8.5%); (iii) a ratio of total capital to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum total capital ratio of 10.5%); and (iv) a leverage ratio of 4%, calculated as the ratio of Tier 1 capital to balance sheet exposures plus certain off-balance sheet exposures (computed as the average for each quarter of the month-end ratios for the quarter).

The Company’s Tier 1, common equity Tier 1, total capital to risk-weighted assets, and leverage ratios were 17.97%, 17.97%, 18.80% and 11.20%, respectively, as of June 30, 2023, thus exceeding the minimum requirements. The Bank’s Tier 1, common equity Tier 1, total capital to risk-weighted assets, and leverage ratios were 17.73%, 17.73%, 18.56% and 11.05%, respectively, as of June 30, 2023, also exceeding the minimum requirements.

As of June 30, 2023, the Bank exceeded all of the following minimum capital ratios in order to be considered “well capitalized” under the PCA regulations, as revised: (i) a common equity Tier 1 capital ratio of at least 6.5%; (ii) a Tier 1 capital to risk-weighted assets ratio of at least 8.0%; (iii) a total capital to risk-weighted assets ratio of at least 10.0%; and (iv) a leverage ratio of at least 5.0%.

RESULTS OF OPERATIONS

Non-GAAP presentations

The accounting and reporting policies of the Company conform to GAAP and prevailing practices in the banking industry. However, certain non-GAAP measures are used by management to supplement the evaluation of the Company’s performance. These include adjusted ACL to total loans, tangible book value per share, tangible equity and the following fully-taxable equivalent measures: net interest income-FTE, efficiency ratio-FTE and net interest margin-FTE. Interest on tax-exempt loans and securities is presented on a taxable-equivalent basis (which converts the income on loans and investments for which no income taxes are paid to the equivalent yield as if income taxes were paid) using the federal corporate income tax rate of 21 percent that was applicable for all periods presented.

Management believes that the use of these non-GAAP measures provides meaningful information about operating performance by enhancing comparability with other financial periods, other financial institutions, and between different sources of interest income. The non-GAAP measures used by management enhance comparability by excluding the effects of (1) items that do not reflect ongoing operating performance, (2) items that do not reflect the implicit percentage of the ACL to total loans, such as the impact of fair value adjustment, (3) balances of intangible assets, including goodwill, that vary significantly between institutions, and (4) tax benefits that are not consistent across different opportunities for investment. These non-GAAP financial measures should not be considered an alternative to GAAP-basis financial statements, and other banks and bank holding companies may define or calculate these or similar measures differently. Net income is discussed in Management’s Discussion and Analysis on a GAAP basis unless noted as “non-GAAP.”

A reconcilement of the non-GAAP financial measures used by the Company to evaluate and measure the Company's performance to the most directly comparable GAAP financial measures is presented below (dollars in thousands, except for the per share data):


	As of or for the Three Months Ended						For the Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Fully tax-equivalent measures
Net interest income	$	13,703		$	12,461		$	27,116		$	23,886
Fully tax-equivalent adjustment		86			82			175			164
Net interest income (FTE)	$	13,789		$	12,543		$	27,291		$	24,050

Efficiency ratio		54.4	%		58.6	%		55.4	%		60.5	%
Fully tax-equivalent adjustment		-0.3	%		-0.3	%		-0.3	%		-0.4	%
Efficiency ratio (FTE)		54.1	%		58.3	%		55.1	%		60.1	%

Net interest margin		3.81	%		3.00	%		3.75	%		2.76	%
Fully tax-equivalent adjustment		0.02	%		0.02	%		0.02	%		0.02	%
Net interest margin (FTE)		3.83	%		3.02	%		3.77	%		2.78	%

Other financial measures
ACL to total loans		0.81	%		0.57	%
Fair value mark to total loans		1.13	%		1.82	%
ACL + fair value mark to total loans (non-GAAP)		1.94	%		2.39	%

Book value per share	$	26.54		$	25.20
Impact of intangible assets		(2.53	)		(2.96	)
Tangible book value per share (non-GAAP)	$	24.01		$	22.24

Total equity	$	142,439		$	134,216
Impact of intangible assets		(13,583	)		(15,785	)
Tangible equity	$	128,856		$	118,431

Net income

Net income for the three months ended June 30, 2023 was $5.7 million, a $34 thousand decrease compared to $5.7 million reported for the three months ended June 30, 2022. Net income per diluted share was $1.05 for the three months ended June 30, 2023 compared to $1.06 per diluted share for the same period in the prior year.

Net income for the six months ended June 30, 2023 was $11.4 million, compared to $10.6 million for the six months ended June 30, 2022. Net income per diluted share was $2.13 for the six months ended June 30, 2023,compared to $1.98 per diluted share for the same period in the prior year.

Net interest income

Net interest margin (FTE) is the ratio of net interest income (FTE) to average earning assets for the period. The level of interest rates, together with the volume and mix of earning assets and interest-bearing liabilities, impact net interest income (FTE) and net interest margin (FTE).

Quarterly overview - Net interest income (FTE) for the three months ended June 30, 2023 was $13.8 million, a $1.2 million increase compared to net interest income (FTE) of $12.5 million for the three months ended June 30, 2022. Net interest income (FTE) increased primarily due to the increased yield earned on loans, from 4.32% to 6.35%, positively impacting interest income by $4.8 million. This metric was also positively impacted by the volume of securities, increasing from an average of $391.2 million in the three months ended June 30, 2022 to $488.1 million in the three months ended June 30, 2023, positively impacting interest income by $594 thousand. The increase in yield earned on such securities over the same period positively impacted interest income by $685 thousand, increasing from 2.16% for the three months ended June 30, 2022 to 2.78% for the three months ended June 30, 2023. The decline in average loan balances, from $984.9 million for the three months ended June 30, 2022 to $940.3 million for the three months ended June 30, 2023, negatively impacted interest income by $527 thousand. The fair value accretion on Acquired Loans positively impacted net interest income (FTE) by 88 bps during the three months ended June 30, 2023. Interest expense increased $3.9 million for the three months ended June 30, 2023, negatively impacting net interest margin (FTE), compared to the same period in the prior year. The

net interest margin (FTE) of 3.83% for the three months ended June 30, 2023 was 81 bps higher than the 3.02% for the three months ended June 30, 2022. Overall, the cost of interest-bearing deposits increased period over period, from a cost of 24 bps to 174 bps, increasing interest expense by $3.5 million. The cost of short-term borrowings negatively impacted net interest margin (FTE) by $439 thousand as compared to the prior year.

Year-to-date overview - Net interest income (FTE) for the six months ended June 30, 2023 was $27.3 million, a $3.2 million increase compared to net interest income (FTE) of $24.1 million for the six months ended June 30, 2022. Net interest income (FTE) increased primarily due to the increased yield earned on loans, from 4.28% to 5.96%, positively impacting interest income by $7.9 million. The decrease in volume of loans, from an average balance of $1.0 billion for the six months ended June 30, 2022 to $936.6 million for the six months ended June 30, 2023, negatively impacted interest income (FTE) by $1.7 million. The fair value accretion on Acquired Loans positively impacted net interest income (FTE) by 32 bps during the six months ended June 30, 2023. The increase in volume of securities held, from an average balance of $352.5 million for the six months ended June 30, 2022 to $501.2 million for the six months ended June 30, 2023, positively impacted net interest income (FTE) by $1.8 million, and the increase in yield earned on such securities increased from 2.03% to 2.72% for the periods noted, positively impacting net interest income (FTE) by $1.5 million. Interest expense increased $6.0 million for the six months ended June 30, 2023, negatively impacting net interest margin (FTE), compared to the same period in the prior year. The net interest margin (FTE) of 3.77% for the six months ended June 30, 2023 was 99 bps higher than the 2.78% for the six months ended June 30, 2022.Overall, the cost of interest-bearing deposits increased period over period, from a cost of 26 bps to 141 bps, increasing interest expense by $5.1 million. The cost of short-term borrowings negatively impacted net interest margin (FTE) by $766 thousand as compared to the prior year.

Refer to the Reconcilement of Non-GAAP Measures table within the Non-GAAP presentations section for a reconcilement of GAAP to non-GAAP net interest margin.

The following tables detail the average balance sheet, including an analysis of net interest income (FTE) for earning assets and interest-bearing liabilities, for the three and six months ended June 30, 2023 and 2022. These tables also include rate/volume analyses for these same periods (dollars in thousands).

Consolidated Average Balance Sheet and Analysis of Net Interest Income


	For the Three Months Ended
	June 30, 2023			June 30, 2022			Change in Interest Income/ Expense
	Average	Interest	Average	Average	Interest	Average	Change Due to : 4		Total
	Balance	Income/	Yield/Cost	Balance	Income/	Yield/Cost	Volume	Rate	Increase/
		Expense			Expense				(Decrease)
ASSETS
Interest Earning Assets:
Securities:
Taxable Securities	$421,156	$2,980	2.83%	$325,833	$1,726	2.12%	$584	$670	$1,254
Tax Exempt Securities 1	66,956	415	2.48%	65,352	390	2.39%	10	15	25
Total Securities 1	488,112	3,395	2.78%	391,185	2,116	2.16%	594	685	1,279
Loans:
Real Estate	823,289	13,167	6.41%	847,661	8,988	4.25%	(265)	4,444	4,179
Commercial	74,665	969	5.21%	86,394	995	4.62%	(144)	118	(26)
Consumer	42,310	758	7.19%	50,828	627	4.95%	(118)	249	131
Total Loans	940,264	14,894	6.35%	984,883	10,610	4.32%	(527)	4,811	4,284
Fed Funds Sold	895	10	4.48%	150,393	302	0.81%	(545)	253	(292)
Other interest-bearing deposits	13,777	119	3.46%	142,010	219	0.62%	(347)	247	(100)
Total Earning Assets	1,443,048	18,418	5.12%	1,668,471	13,247	3.18%	(825)	5,996	5,171
Less: Allowance for Credit Losses	(7,805)			(5,866)
Total Non-Earning Assets	113,883			133,526
Total Assets	$1,549,126			$1,796,131

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest Bearing Liabilities:
Interest Bearing Deposits:
Interest Checking	$331,523	$106	0.13%	$411,374	$58	0.06%	$(13)	$61	$48
Money Market and Savings Deposits	415,015	2,197	2.12%	550,883	440	0.32%	(134)	1,891	1,757
Time Deposits	194,736	1,776	3.66%	152,695	157	0.41%	55	1,564	1,619
Total Interest-Bearing Deposits	941,274	4,079	1.74%	1,114,952	655	0.24%	(92)	3,516	3,424
Federal funds purchased	2,392	32	5.37%	—	—	—	32	—	32
Short-term borrowings	34,265	439	5.14%	—	—	—	439	—	439
Junior subordinated debt	3,430	79	9.24%	3,383	49	5.81%	1	29	30
Total Interest-Bearing Liabilities	981,361	4,629	1.89%	1,118,335	704	0.25%	380	3,545	3,925
Non-Interest-Bearing Liabilities:
Demand deposits	416,039			527,008
Other liabilities	9,853			10,067
Total Liabilities	1,407,253			1,655,410
Shareholders' Equity	141,873			140,721
Total Liabilities & Shareholders' Equity	$1,549,126			$1,796,131
Net Interest Income (FTE)		$13,789			$12,543		$(1,205)	$2,451	$1,246
Interest Rate Spread 2			3.23%			2.93%
Cost of Funds			1.33%			0.17%
Interest Expense as a Percentage of Average Earning Assets			1.29%			0.17%
Net Interest Margin (FTE) 3			3.83%			3.02%

(1)

Tax-exempt income for investment securities has been adjusted to a fully tax-equivalent basis (FTE), using a Federal income tax rate of 21%. Refer to the Reconcilement of Non-GAAP Measures table within the Non-GAAP Presentations earlier in this section.

(2)

Interest spread is the average yield earned on earning assets less the average rate paid on interest-bearing liabilities.

(3)

Net interest margin (FTE) is net interest income expressed as a percentage of average earning assets.

(4)

The impact on the net interest income (FTE) resulting from changes in average balances and average rates is shown for the period indicated. The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

Consolidated Average Balance Sheet and Analysis of Net Interest Income


	For the Six Months Ended
	June 30, 2023								June 30, 2022								Change in Interest Income/ Expense
	Average			Interest		Average			Average			Interest		Average			Change Due to : 4					Total
	Balance			Income/		Yield/Cost			Balance			Income/		Yield/Cost			Volume			Rate		Increase/
				Expense								Expense										(Decrease)
ASSETS
Interest Earning Assets:
Securities:
Taxable Securities	$	434,219		$	5,997		2.76	%	$	287,241		$	2,800		1.95	%	$	1,762		$	1,435	$	3,197
Tax Exempt Securities 1		67,019			831		2.48	%		65,249			775		2.38	%		21			35		56
Total Securities 1		501,238			6,828		2.72	%		352,490			3,575		2.03	%		1,783			1,470		3,253
Loans:
Real Estate		820,033			24,032		5.91	%		866,863			18,082		4.21	%		(1,023	)		6,973		5,950
Commercial		73,357			2,098		5.77	%		89,944			2,084		4.67	%		(424	)		438		14
Consumer		43,179			1,531		7.15	%		51,302			1,213		4.77	%		(215	)		533		318
Total Loans		936,569			27,661		5.96	%		1,008,109			21,379		4.28	%		(1,662	)		7,944		6,282
Fed Funds Sold		455			10		4.43	%		151,429			363		0.48	%		(683	)		330		(353	)
Other interest-bearing deposits		20,789			378		3.67	%		235,418			356		0.30	%		(598	)		620		22
Total Earning Assets		1,459,051			34,877		4.82	%		1,747,446			25,673		2.96	%		(1,160	)		10,364		9,204
Less: Allowance for Credit Losses		(7,947	)							(5,946	)
Total Non-Earning Assets		114,372								124,851
Total Assets	$	1,565,476							$	1,866,351

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest Bearing Liabilities:
Interest Bearing Deposits:
Interest Checking	$	346,625		$	195		0.11	%	$	416,393		$	119		0.06	%	$	(23	)	$	99	$	76
Money Market and Savings Deposits		431,849			3,970		1.85	%		603,259			1,055		0.35	%		(380	)		3,295		2,915
Time Deposits		161,247			2,424		3.03	%		155,544			352		0.46	%		13			2,059		2,072
Total Interest-Bearing Deposits		939,721			6,589		1.41	%		1,175,196			1,526		0.26	%		(390	)		5,453		5,063
Federal funds purchased		3,754			91		4.89	%		—			—		—			91			—		91
Short-term borrowings		31,074			766		4.97	%		—			—		—			766			—		766
Junior subordinated debt		3,423			140		8.25	%		3,377			97		0.00	%		1			42		43
Total Interest-Bearing Liabilities		977,972			7,586		1.56	%		1,178,573			1,623		0.28	%		468			5,495		5,963
Non-Interest-Bearing Liabilities:
Demand deposits		440,285								527,049
Other liabilities		9,423								10,704
Total Liabilities		1,427,680								1,716,326
Shareholders' Equity		137,796								150,025
Total Liabilities & Shareholders' Equity	$	1,565,476							$	1,866,351
Net Interest Income (FTE)				$	27,291							$	24,050				$	(1,628	)	$	4,869	$	3,241
Interest Rate Spread 2							3.26	%							2.68	%
Cost of Funds							1.08	%							0.19	%
Interest Expense as a Percentage of Average Earning Assets							1.05	%							0.19	%
Net Interest Margin (FTE) 3							3.77	%							2.78	%

(1)

(2)

Interest spread is the average yield earned on earning assets less the average rate paid on interest-bearing liabilities.

(3)

Net interest margin (FTE) is net interest income expressed as a percentage of average earning assets.

(4)

The Company believes that higher interest rates will continue to have a positive effect on yields of variable rate loans, new loan originations and purchases/reinvestment of AFS securities. The Company also expects the cost of deposits to continue to rise as competition for deposits increases and as time deposits reprice at maturity. A portion of the Company’s funding may continue to be drawn from borrowings in the near term, also resulting in a higher cost of funds. The effect of these factors on the Corporation’s net interest margin (FTE) will depend on a number of factors, including the Company’s ability to continue to increase the loan portfolio, compete for deposits and manage its borrowings. The Company can give no assurance as to the timing or extent of further increases in market interest rates or the impact of rising interest rates or any other factor on the Company's net interest margin (FTE). Alternatively, if market interest rates begin to decline, the Company’s net interest margin (FTE) may be adversely affected as the Company generally expects its assets to reprice more quickly than its deposits and borrowings.

Provision for credit losses

A provision for credit losses of $261 thousand was recognized during the three months ended June 30, 2023 compared to a recovery of provision for loan losses of $217 thousand recognized during the three months ended June 30, 2022. A provision for credit losses of $13 thousand was recognized during the six months ended June 30, 2023 compared to a recovery of provision for loan losses recognized of $69 thousand during the six months ended June 30, 2022. The second quarter 2023 provision for credit losses was comprised of $216 thousand of provision for loan losses and $45 thousand of provision for losses on unfunded commitments. The period-end ACL as a percentage of total loans was 0.81% as of June 30, 2023, 0.59% as of December 31, 2022 and 0.57% as of June 30, 2022. The total of the ACL and the fair value mark as a percentage of gross loans (a non-GAAP financial measure) amounted to 1.94% as of June 30, 2023, compared to 2.29% as of December 31, 2022 and 2.39% as of June 30, 2022.

Loan growth in the second quarter of 2023 was the primary driver of the provision for credit losses taken during the period; however, the majority of the increase in loan balances was attributable to the purchase of government-guaranteed loans which do not require an ACL. No changes have been made to the qualitative factor methodology since January 1, 2023.

Further discussion of management’s assessment of the ACL is provided earlier in the report and in Note 5 – Allowance for Credit Losses, found in the Notes to the Consolidated Financial Statements. In management’s opinion, the ACL was adequately provided for at June 30, 2023. The ACL calculation, provision for credit losses, asset quality and collateral values may be significantly impacted by deterioration in economic conditions. Should economic conditions worsen, we could experience further increases in our required ACL and record additional provision for credit loss exposure.

Noninterest income

The components of noninterest income for the three months ended June 30, 2023 and 2022 are shown below (dollars in thousands):


	For the Three Months Ended				Variance
	June 30, 2023		June 30, 2022		$			%
Noninterest income:
Wealth management fees	$	397	$	572	$	(175	)		-30.6	%
Advisory and brokerage income		-		210		(210	)		-100.0	%
Deposit account fees		399		458		(59	)		-12.9	%
Debit/credit card and ATM fees		636		779		(143	)		-18.4	%
Bank owned life insurance income		261		246		15			6.1	%
Gains on sale of assets		-		1,113		(1,113	)		100.0	%
Other		352		268		84			31.3	%
Total noninterest income	$	2,045	$	3,646	$	(1,601	)		-43.9	%

Noninterest income for the three months ended June 30, 2023 of $2.0 million was $1.6 million or 43.9% lower than the amount recorded for the three months ended June 30, 2022, primarily due to gains on the sale of two properties of $1.1 million in the second quarter of the prior year. In addition, $210 thousand of income was recognized in the second quarter of the prior year related to advisory and brokerage income; this business line was sold in the fourth quarter of 2022, eliminating future income or expense related thereto. In the second quarter of 2023, the Company received an additional $267 thousand recovery of unearned premiums related to the loss of insurance on the student loan portfolio, bringing the total recovered from liquidation of the insurance company to over $1.3 million.

The components of noninterest income for the six months ended June 30, 2023 and 2022 are shown below (dollars in thousands):


	For the Six Months Ended				Variance
	June 30, 2023		June 30, 2022		$			%
Noninterest income:
Wealth management fees	$	801	$	1,129	$	(328	)		-29.1	%
Advisory and brokerage income		-		426		(426	)		-100.0	%
Deposit account fees		800		923		(123	)		-13.3	%
Debit/credit card and ATM fees		1,207		1,486		(279	)		-18.8	%
Bank owned life insurance income		513		457		56			12.3	%
Resolution of commercial dispute		-		2,400		(2,400	)		-100.0	%
Gain on sale of assets		-		1,113		(1,113	)		-100.0	%
Gain on sale of securities, net		254		-		254		N/A
Other		746		499		247			49.5	%
Total noninterest income	$	4,321	$	8,433	$	(4,112	)		-48.8	%

Noninterest income for the six months ended June 30, 2023 of $4.3 million was $4.1 million or 48.8% lower than the amount recorded for the six months ended June 30, 2022. Noninterest income decreased predominantly due to the receipt and recognition of a $2.4 million one-time payment to resolve a commercial dispute, the $1.1 million gain on the sale of two properties and $426 thousand of advisory and brokerage income recognized in the first half of 2022.

Noninterest expense

The components of noninterest expense for the three months ended June 30, 2023 and 2022 are shown below (dollars in thousands):


	For the Three Months Ended				Variance
	June 30, 2023		June 30, 2022		$			%
Noninterest expense:
Salaries and employee benefits	$	4,062	$	4,086	$	(24	)		-0.6	%
Net occupancy		929		1,282		(353	)		-27.5	%
Equipment		176		254		(78	)		-30.7	%
Bank franchise tax		313		304		9			3.0	%
Computer software		203		357		(154	)		-43.1	%
Data processing		806		699		107			15.3	%
FDIC deposit insurance assessment		220		125		95			76.0	%
Marketing, advertising and promotion		275		259		16			6.2	%
Plastics expense		30		92		(62	)		-67.4	%
Professional fees		198		404		(206	)		-51.0	%
Core deposit intangible amortization		379		427		(48	)		-11.2	%
Other		973		1,153		(180	)		-15.6	%
Total noninterest expense	$	8,564	$	9,442	$	(878	)		-9.3	%

Noninterest expense for the quarter ended June 30, 2023 of $8.6 million was $878 thousand or 9.3% lower than the quarter ended June 30, 2022. This decrease is primarily due to lower occupancy expenses of $353 thousand from the elimination of four branch facilities, as well as reduced professional and consulting fees of $206 thousand and reduced computer software expenses of $154 thousand as a result of efficiencies gained from the Merger.

The components of noninterest expense for the six months ended June 30, 2023 and 2022 are shown below (dollars in thousands):


	For the Six Months Ended				Variance
	June 30, 2023		June 30, 2022		$			%
Noninterest expense:
Salaries and employee benefits	$	8,113	$	8,817	$	(704	)		-8.0	%
Net occupancy		2,108		2,479		(371	)		-15.0	%
Equipment		394		537		(143	)		-26.6	%
Bank franchise tax		637		608		29			4.8	%
Computer software		405		620		(215	)		-34.7	%
Data processing		1,548		1,437		111			7.7	%
FDIC deposit insurance assessment		320		351		(31	)		-8.8	%
Marketing, advertising and promotion		650		526		124			23.6	%
Plastics expense		78		231		(153	)		-66.2	%
Professional fees		390		741		(351	)		-47.4	%
Core deposit intangible amortization		770		866		(96	)		-11.1	%
Other		2,012		2,324		(312	)		-13.4	%
Total noninterest expense	$	17,425	$	19,537	$	(2,112	)		-10.8	%

Noninterest expense for the six months ended June 30, 2023 of $17.4 million was $2.1 million or 10.8% lower than the six months ended June 30, 2022. This decrease is the result of efficiencies gained from the Merger, namely : 1) salaries and employee benefits decreased $704 thousand, 2) net occupancy decreased $371 thousand, 3) professional fees decreased $351 thousand, and 4) computer software expense decreased $215 thousand.

The efficiency ratio (FTE) of 54.1% for the three months ended June 30, 2023 compared favorably to 58.3% for the same quarter of 2022, due to the increase in net interest income (FTE) and the decrease in noninterest expense, as described above. The efficiency ratio (FTE) of 55.1% for the six months ended June 30, 2023 also compared favorably to 60.1% for the six months ended June 30, 2022 for the same reasons. Refer to the Reconcilement of Non-GAAP Measures table within the Non-GAAP presentations section for a reconcilement of GAAP to non-GAAP efficiency ratio.

Provision for Income Taxes

For the three months ended June 30, 2023 and 2022, the Company provided $1.3 million and $1.2 million for Federal income taxes, respectively, resulting in effective income tax rates of 18.4% and 17.4%, respectively. For the six months ended June 30, 2023 and 2022, the Company provided $2.6 million and $2.2 million for Federal income taxes, respectively, resulting in effective income tax rates of 18.3% and 17.4%, respectively. For each period, the effective income tax rate differed from the U.S. statutory rate of 21% due to the recognition of low-income housing tax credits and the effect of tax-exempt income from municipal bonds and bank owned life insurance policies.

OTHER SIGNIFICANT EVENTS

None

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating its disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on their evaluation as of the end of the period covered by this quarterly report on Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective at the reasonable assurance level. There were no changes in the Company’s internal control over financial reporting that occurred during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None

ITEM 1A. RISK FACTORS.

During the quarter ended June 30, 2023, there have been no material changes from the risk factors described in the Company’s Form 10-K for the year ended December 31, 2022. The risks described may not be the only risks facing us. Additional risks and uncertainties not currently known to us or that are currently considered not to be material also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable

ITEM 5. OTHER INFORMATION.

(a)

Required 8-K disclosures.

None

(b)

Changes in procedures for director nominations by security holders.

None

ITEM 6. EXHIBITS.


Exhibit Number		Description of Exhibit


31.1		302 Certification of Principal Executive Officer

31.2		302 Certification of Principal Financial Officer

32.1		906 Certification

101		The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline eXtensible Business Reporting Language, pursuant to Rule 405 of Regulation S-T (1): (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Income (unaudited), (iii) Consolidated Statements of Comprehensive Income (Loss) (unaudited), (iv) Consolidated Statements of Shareholders' Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited), and (vi) Notes to Consolidated Financial Statements (unaudited), tagged as blocks of text and including detailed tags
104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline eXtensible Business Reporting Language (included with Exhibit 101.0)

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.


VIRGINIA NATIONAL BANKSHARES CORPORATION
(Registrant)

		/s/ Glenn W. Rust
		Glenn W. Rust
		President and Chief Executive Officer (principal executive officer)

Date:		August 11, 2023

		/s/ Tara Y. Harrison
		Tara Y. Harrison
		Executive Vice President and Chief Financial Officer
		(principal financial and accounting officer)
Date:		August 11, 2023