UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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.
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).
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.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
As of May 2, 2022, the registrant had
Auditor Firm Id: |
149 |
Auditor Firm Name: |
Elliott Davis, LLC |
Auditor Firm Location: |
Raleigh, NC, USA |
PART I |
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Item 1. |
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3 |
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Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021 |
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3 |
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Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 (unaudited) |
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6 |
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Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021 (unaudited) |
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Notes to Consolidated Financial Statements (unaudited) |
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10 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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33 |
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Item 3. |
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47 |
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Item 4. |
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47 |
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PART II |
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48 |
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Item 1. |
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48 |
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Item 1A. |
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48 |
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Item 2. |
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48 |
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Item 3. |
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48 |
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Item 4. |
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48 |
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Item 5. |
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48 |
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Item 6. |
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48 |
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49 |
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Blue Ridge Bankshares, Inc.
Consolidated Balance Sheets
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(unaudited) |
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(Dollars in thousands except share data) |
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March 31, 2022 |
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December 31, 2021 (1) |
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ASSETS |
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Cash and due from banks |
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$ |
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$ |
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Federal funds sold |
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Securities available for sale, at fair value |
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Restricted equity investments |
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Other equity investments |
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Other investments |
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Loans held for sale |
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Paycheck Protection Program loans, net of deferred fees and costs |
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Loans held for investment, net of deferred fees and costs |
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Less allowance for loan losses |
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Loans held for investment, net |
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Accrued interest receivable |
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Other real estate owned |
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Premises and equipment, net |
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Right-of-use asset |
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Bank owned life insurance |
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Goodwill |
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Other intangible assets |
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Mortgage derivative asset |
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Mortgage servicing rights, net |
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Mortgage brokerage receivable |
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Other assets |
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Assets of discontinued operations |
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Total assets |
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$ |
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$ |
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LIABILITIES & STOCKHOLDERS' EQUITY |
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Deposits: |
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Noninterest-bearing demand |
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$ |
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$ |
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Interest-bearing demand and money market deposits |
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Savings |
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Time deposits |
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Total deposits |
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FHLB borrowings |
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FRB borrowings |
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Subordinated notes, net |
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Lease liability |
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Other liabilities |
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Liabilities of discontinued operations |
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Total liabilities |
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(Note 12) |
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Stockholders’ Equity: |
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Common stock, |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss, net of tax |
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( |
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( |
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Total Blue Ridge Bankshares, Inc. stockholders’ equity before noncontrolling interest |
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Noncontrolling interest of discontinued operations |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes to unaudited consolidated financial statements.
3
Blue Ridge Bankshares, Inc.
Consolidated Statements of Operations
(unaudited)
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For the three months ended |
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(Dollars in thousands, except per share data) |
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March 31, 2022 |
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March 31, 2021 |
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INTEREST INCOME |
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Interest and fees on loans |
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$ |
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$ |
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Interest on securities, deposit accounts, and federal funds sold |
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Total interest income |
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INTEREST EXPENSE |
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Interest on deposits |
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Interest on subordinated notes |
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Interest on FHLB and FRB borrowings |
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Total interest expense |
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Net interest income |
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Provision for loan losses |
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Net interest income after provision for loan losses |
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NONINTEREST INCOME |
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Fair value adjustments of other equity investments |
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Residential mortgage banking income, net |
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Mortgage servicing rights |
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Gain on sale of guaranteed government loans |
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Wealth and trust management |
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Service charges on deposit accounts |
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Increase in cash surrender value of bank owned life insurance |
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Bank and purchase card, net |
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Other |
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Total noninterest income |
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NONINTEREST EXPENSE |
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Salaries and employee benefits |
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Occupancy and equipment |
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Data processing |
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Legal, issuer, and regulatory filing |
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Advertising and marketing |
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Communications |
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Audit and accounting fees |
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FDIC insurance |
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Intangible amortization |
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Other contractual services |
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Other taxes and assessments |
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Merger-related |
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Other |
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Total noninterest expense |
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Income from continuing operations before income tax expense |
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Income tax expense |
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Net income from continuing operations |
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$ |
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$ |
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Discontinued Operations |
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Income (loss) from discontinued operations before income taxes (including gain on disposal of $ |
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( |
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Income tax expense (benefit) |
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( |
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Net income (loss) from discontinued operations |
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Net income |
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Net income from discontinued operations attributable to noncontrolling interest |
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$ |
( |
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$ |
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Net income attributable to Blue Ridge Bankshares, Inc. |
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Net income available to common stockholders |
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Basic and diluted EPS from continuing operations (1) |
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$ |
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$ |
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Basic and diluted EPS from discontinued operations (1) |
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$ |
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— |
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Basic and diluted EPS attributable to Blue Ridge Bankshares, Inc. (1) |
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$ |
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$ |
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4
See accompanying notes to unaudited consolidated financial statements.
5
Blue Ridge Bankshares, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(unaudited)
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For the three months ended |
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(Dollars in thousands) |
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March 31, 2022 |
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March 31, 2021 |
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Net income |
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$ |
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$ |
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Other comprehensive (loss) income: |
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Gross unrealized losses on securities available for sale arising during the period |
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Deferred income tax benefit |
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Unrealized losses on securities available for sale arising during the period, net of tax |
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Gross unrealized gains on interest rate swaps |
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Deferred income tax expense |
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Unrealized gains on interest rate swaps, net of tax |
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Other comprehensive net (loss) income |
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( |
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Comprehensive net (loss) income |
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$ |
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$ |
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Comprehensive income from discontinued operations attributable to noncontrolling interest |
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( |
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( |
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Comprehensive net (loss) income attributable to Blue Ridge Bankshares, Inc. |
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$ |
( |
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$ |
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See accompanying notes to unaudited consolidated financial statements.
6
Blue Ridge Bankshares, Inc.
Consolidated Statements of Changes in Stockholders’ Equity
(unaudited)
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For the three months ended March 31, 2022 |
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(Dollars in thousands) |
Shares of Common Stock (1) |
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Common Stock |
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Additional Paid-in Capital |
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Retained Earnings |
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Accumulated Other Comprehensive Loss, net |
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Noncontrolling Interest of Discontinued Operations |
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Total |
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Balance at beginning of period |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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( |
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— |
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Dividends on common stock |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Stock option exercises |
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— |
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— |
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— |
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— |
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Restricted stock awards, net of forfeitures |
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( |
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— |
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— |
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— |
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— |
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Cumulative effect adjustment of change in accounting method, net of income taxes |
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— |
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— |
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— |
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— |
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— |
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Disposition of noncontrolling interest |
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— |
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— |
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— |
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— |
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— |
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( |
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Balance at end of period |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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For the three months ended March 31, 2021 |
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(Dollars in thousands) |
Shares of Common Stock (1) |
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Common Stock |
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Additional Paid-in Capital |
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Retained Earnings |
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Accumulated Other Comprehensive Income, net |
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Noncontrolling Interest |
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Total |
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Balance at beginning of period |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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Dividends on common stock |
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— |
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— |
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— |
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( |
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— |
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— |
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Issuance of common stock and other consideration paid in business combination |
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— |
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— |
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— |
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— |
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Stock option exercises |
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— |
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— |
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— |
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— |
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Restricted stock awards, net of forfeitures |
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— |
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— |
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— |
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— |
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Balance at end of period |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to unaudited consolidated financial statements.
7
Blue Ridge Bankshares, Inc.
Consolidated Statements of Cash Flows
(unaudited)
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For the three months ended |
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(Dollars in thousands) |
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March 31, 2022 |
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March 31, 2021 |
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Cash Flows From Operating Activities |
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Net income from continuing operations |
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$ |
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$ |
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Net income (loss) from discontinued operations |
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( |
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Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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Deferred income tax benefit (expense) |
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( |
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Provision for loan losses |
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Accretion of fair value adjustments (discounts) on acquired loans |
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( |
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( |
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Accretion of fair value adjustments (premiums) on acquired time deposits |
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( |
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( |
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Accretion of fair value adjustments (premiums) on acquired subordinated notes |
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( |
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( |
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Proceeds from sale of loans held for sale |
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Loans held for sale, originated |
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( |
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( |
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Gain on sale of loans held for sale, originated |
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( |
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( |
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(Gain) loss on disposal of premises and equipment |
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( |
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Investment amortization expense, net |
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Amortization of subordinated debt issuance costs |
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Intangible amortization |
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Fair value adjustments of other equity investments |
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( |
) |
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Fair value adjustments attributable to mortgage servicing rights |
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( |
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Increase in cash surrender value of bank owned life insurance |
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( |
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( |
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Increase in other assets |
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( |
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Increase in other liabilities |
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Net cash provided by operating activities - continuing operations |
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Net cash provided by operating activities - discontinued operations |
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Cash provided by operating activities |
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|
|
|
|
||
Cash Flows From Investing Activities |
|
|
|
|
|
|
||
Net increase in federal funds sold |
|
|
( |
) |
|
|
( |
) |
Purchases of securities available for sale |
|
|
( |
) |
|
|
( |
) |
Proceeds from calls, sales, paydowns and maturities of securities available for sale |
|
|
|
|
|
|
||
Proceeds from sale of other real estate owned |
|
|
|
|
|
|
||
Net change in restricted equity and other investments |
|
|
( |
) |
|
|
|
|
Net decrease (increase) in Paycheck Protection Program loans |
|
|
|
|
|
( |
) |
|
Net (increase) decrease in loans held for investment |
|
|
( |
) |
|
|
|
|
Purchase of premises and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of premises and equipment |
|
|
|
|
|
|
||
Capital calls of small business investment company funds and other investments |
|
|
( |
) |
|
|
( |
) |
Net cash acquired in acquisition of Bay Banks of Virginia, Inc. |
|
|
|
|
|
|
||
Nonincome distributions from limited liability companies |
|
|
|
|
|
|
||
Net cash used in investing activities - continuing operations |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) investing activities - discontinued operations |
|
|
|
|
|
( |
) |
|
Cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash Flows From Financing Activities: |
|
|
|
|
|
|
||
Net increase in demand, savings and other interest-bearing deposits |
|
|
|
|
|
|
||
Net decrease in time deposits |
|
|
( |
) |
|
|
( |
) |
Common stock dividends paid |
|
|
( |
) |
|
|
( |
) |
Federal Home Loan Bank advances |
|
|
|
|
|
|
||
Federal Home Loan Bank repayments |
|
|
|
|
|
( |
) |
|
Federal Reserve Bank advances |
|
|
|
|
|
|
||
Federal Reserve Bank repayments |
|
|
( |
) |
|
|
( |
) |
Stock option exercises |
|
|
|
|
|
|
||
Net increase in securities sold under repurchase agreements |
|
|
|
|
|
|
||
Net cash provided by financing activities - continuing operations |
|
|
|
|
|
|
||
Net cash provided by financing activities - discontinued operations |
|
|
|
|
|
|
||
Cash provided by financing activities |
|
|
|
|
|
|
||
Net increase in cash and due from banks |
|
|
|
|
|
|
||
Cash and due from banks at beginning of period |
|
|
|
|
|
|
||
Cash and due from banks at end of period |
|
$ |
|
|
$ |
|
8
Supplemental Schedule of Cash Flow Information |
|
|
|
|
|
|
||
Cash paid for: |
|
|
|
|
|
|
||
Interest |
|
$ |
|
|
$ |
|
||
Income taxes |
|
$ |
|
|
$ |
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Unrealized loss on securities available for sale |
|
$ |
( |
) |
|
$ |
( |
) |
Restricted stock awards, net of forfeitures |
|
$ |
|
|
$ |
|
||
Assets acquired in business combination |
|
$ |
|
|
$ |
|
||
Liabilities assumed in business combination |
|
$ |
|
|
$ |
|
||
Effective settlement of subordinated notes in business combination |
|
$ |
|
|
$ |
|
||
Change in goodwill |
|
$ |
|
|
$ |
|
||
Cumulative effect adjustment of change in accounting method |
|
$ |
|
|
$ |
|
See accompanying notes to unaudited consolidated financial statements.
9
Notes to Consolidated Financial Statements (Unaudited)
Note 1 – Organization and Basis of Presentation
Blue Ridge Bankshares, Inc. (the "Company") conducts its business activities primarily through its wholly-owned subsidiary bank, Blue Ridge Bank, National Association (the "Bank") and its wealth and trust management subsidiary, BRB Financial Group, Inc. (the “Financial Group”). The Company exists primarily for the purposes of holding the stock of its subsidiaries, the Bank and the Financial Group.
The Company sold its majority interest in MoneyWise Payroll Solutions, Inc. (“MoneyWise”) to the holder of the minority interest in MoneyWise in the first quarter of 2022. Asset and liability balances and income statement amounts related to MoneyWise are reported as discontinued operations for all periods presented.
The accompanying unaudited consolidated financial statements of the Company include the accounts of the Bank and the Financial Group and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and to general practices within the banking industry. All significant intercompany balances and transactions have been eliminated in consolidation. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
On January 31, 2021, the Company completed a merger with Bay Banks of Virginia, Inc. (“Bay Banks”), a bank holding company conducting substantially all its operations through its bank subsidiary, Virginia Commonwealth Bank, and the Financial Group (formerly VCB Financial Group, Inc.). Immediately following the Company’s merger with Bay Banks, Bay Banks’ subsidiary bank was merged with and into the Bank, while the Financial Group became a subsidiary of the Company (collectively, the “Bay Banks Merger”). Information contained herein as of March 31, 2022 includes the balances of Bay Banks. Information for the periods in the year ended and as of December 31, 2021 includes the operations of Bay Banks only for the period immediately following the effective date of the Bay Banks Merger (January 31, 2021) through December 31, 2021.
On January 1, 2022, the Company changed its accounting method for mortgage servicing rights ("MSR") assets from the amortization method to the fair value measurement method under Accounting Standards Codification 860 Transfers and Servicing. This change in accounting method, which was an irrevocable election, was prospective in nature and resulted in an after-tax difference in carrying values of its MSR assets under the two methods at the beginning of the quarter. Consequently, a positive $
Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current year presentations. The reclassifications had no effect on net income, net income per share, total assets, total liabilities, or stockholders’ equity as previously reported.
Note 2 – Amendments to the Accounting Standards Codification
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the
10
accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The Company will be required to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company has formed a cross-functional working group, supported by a third-party consultant, which is implementing the requirements of ASU 2016-13 by the adoption date.
Note 3 – Investments
Investment securities available for sale are carried at fair value in the consolidated balance sheets. The following tables present amortized cost and fair values of investment securities available for sale as of the dates stated.
|
|
March 31, 2022 |
|
|||||||||||||
(Dollars in thousands) |
|
Amortized |
|
|
Gross |
|
|
Gross |
|
|
Fair |
|
||||
Available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
||||
State and municipal |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
U.S. Treasury and agencies |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Mortgage backed securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Corporate bonds |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total investment securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
December 31, 2021 |
|
|||||||||||||
(Dollars in thousands) |
|
Amortized |
|
|
Gross |
|
|
Gross |
|
|
Fair |
|
||||
Available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
||||
State and municipal |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
U.S. Treasury and agencies |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Mortgage backed securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Corporate bonds |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total investment securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
As of March 31, 2022 and December 31, 2021, no securities and securities with a fair value of $
As of March 31, 2022 and December 31, 2021, securities with a fair value of $
The following table presents the amortized cost and fair value of securities available for sale by contractual maturity as of the date stated. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
11
|
|
March 31, 2022 |
|
|||||
(Dollars in thousands) |
|
Amortized |
|
|
Fair |
|
||
Due in one year or less |
|
$ |
|
|
$ |
|
||
Due after one year through five years |
|
|
|
|
|
|
||
Due after five years through ten years |
|
|
|
|
|
|
||
Due after ten years |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
The following tables present a summary of unrealized losses and the length of time securities have been in a continuous loss position, by security type and number of securities, as of the dates stated.
|
|
|
|
|
March 31, 2022 |
|
||||||||||||||||||||||
|
|
|
|
|
Less than 12 Months |
|
|
12 Months or Greater |
|
|
Total |
|
||||||||||||||||
(Dollars in thousands) |
|
Number of Securities |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|||||||
State and municipal |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||||
U.S. Treasury and agencies |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Mortgage backed securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Corporate bonds |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Total |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
December 31, 2021 |
|
||||||||||||||||||||||
|
|
|
|
|
Less than 12 Months |
|
|
12 Months or Greater |
|
|
Total |
|
||||||||||||||||
(Dollars in thousands) |
|
Number of Securities |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|||||||
State and municipal |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|||
U.S. Treasury and agencies |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|||
Mortgage backed securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Corporate bonds |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Total |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
The Company reviews for other-than-temporary impairment of its investment securities portfolio at least quarterly. At March 31, 2022 and December 31, 2021, with the exception of one security, all securities in an unrealized loss position were of investment grade. In addition, the amount of unrealized loss for the security was not significant. Investment securities with unrealized losses are generally a result of pricing changes due to recent changes in the interest rate environment and not as a result of permanent credit impairment. Contractual cash flows for the mortgage-backed securities are guaranteed and/or funded by the U.S. government. Municipal securities show no indication that the contractual cash flows will not be received when due. The Company does not intend to sell nor does it believe that it will be required to sell any of its temporarily impaired securities prior to the recovery of the amortized cost.
Restricted equity investments consisted of stock in the FHLB (carrying value of $
The Company also has various other equity investments, including shares in other financial institutions and fintech companies, totaling $
12
has been identified, the carrying value of the investment is written down to its estimated fair market value through a charge to earnings. As of March 31, 2022, no impairment on other equity investments has been recorded.
The Company also holds investments in early-stage focused investment funds, small business investment companies ("SBIC"), and low-income housing partnerships, which are reported in other investments on the consolidated balance sheets.
Note 4 – Loans and Allowance for Loan Losses
The following table presents loans held for investment, including Paycheck Protection Program ("PPP") loans, as of the dates stated.
(Dollars in thousands) |
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Commercial and industrial |
|
$ |
|
|
$ |
|
||
Paycheck Protection Program |
|
|
|
|
|
|
||
Real estate – construction, commercial |
|
|
|
|
|
|
||
Real estate – construction, residential |
|
|
|
|
|
|
||
Real estate – mortgage, commercial |
|
|
|
|
|
|
||
Real estate – mortgage, residential |
|
|
|
|
|
|
||
Real estate – mortgage, farmland |
|
|
|
|
|
|
||
Consumer |
|
|
|
|
|
|
||
Gross loans |
|
|
|
|
|
|
||
Less: deferred loan fees, net of costs |
|
|
( |
) |
|
|
( |
) |
Total |
|
$ |
|
|
$ |
|
The Company has pledged certain commercial and residential mortgages as collateral for borrowings with the FHLB. Loans totaling $
As a result of the Bay Banks Merger and the 2019 acquisition of Virginia Community Bankshares, Inc., the acquired loan portfolios were initially measured at fair value as of the respective acquisition dates and subsequently accounted for as either purchased performing loans or purchased credit-impaired ("PCI") loans.
(Dollars in thousands) |
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
PCI loans |
|
|
|
|
|
|
||
Outstanding principal balance |
|
$ |
|
|
$ |
|
||
Recorded investment |
|
|
|
|
|
|
||
Purchased performing loans |
|
|
|
|
|
|
||
Outstanding principal balance |
|
|
|
|
|
|
||
Recorded investment |
|
|
|
|
|
|
||
Total acquired loans |
|
|
|
|
|
|
||
Outstanding principal balance |
|
|
|
|
|
|
||
Recorded investment |
|
|
|
|
|
|
The following table presents the changes in the accretable yield for PCI loans for the periods stated.
13
|
|
For the three months ended March 31, |
|
|||||
(Dollars in thousands) |
|
2022 |
|
|
2021 |
|
||
Balance, beginning of period |
|
$ |
|
|
$ |
|
||
Additions |
|
|
|
|
|
|
||
Accretion |
|
|
( |
) |
|
|
( |
) |
Reclassification of nonaccretable difference due to improvement in expected cash flows |
|
|
|
|
|
|
||
Other changes, net |
|
|
|
|
|
|
||
Balance, end of period |
|
$ |
|
|
$ |
|
The following tables present the aging of the recorded investment of loans held for investment as of the dates stated.
|
|
March 31, 2022 |
|
|||||||||||||||||||||||||||||
(Dollars in thousands) |
|
30-59 |
|
|
60-89 |
|
|
Greater than |
|
|
Nonaccrual |
|
|
Total Past |
|
|
PCI Loans |
|
|
Current |
|
|
Total |
|
||||||||
Commercial and industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Paycheck Protection Program |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Real estate – construction, commercial |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate – construction, residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||||
Real estate – mortgage, commercial |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate – mortgage, residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Real estate – mortgage, farmland |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Less: deferred loan fees, net of costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Total Loans |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
December 31, 2021 |
|
|||||||||||||||||||||||||||||
(Dollars in thousands) |
|
30-59 |
|
|
60-89 |
|
|
Greater than |
|
|
Nonaccrual |
|
|
Total Past |
|
|
PCI Loans |
|
|
Current |
|
|
Total |
|
||||||||
Commercial and industrial |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Paycheck Protection Program |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Real estate – construction, commercial |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Real estate – construction, residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||||
Real estate – mortgage, commercial |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Real estate – mortgage, residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Real estate – mortgage, farmland |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Less: deferred loan fees, net of costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Total Loans |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The following tables present the aging of the recorded investment of PCI loans as of the dates stated.
14
|
|
March 31, 2022 |
|
|||||||||||||
(Dollars in thousands) |
|
30-89 |
|
|
Greater than |
|
|
Current |
|
|
Total |
|
||||
Commercial and industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Real estate – construction, commercial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – mortgage, commercial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – mortgage, residential |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total PCI Loans |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
December 31, 2021 |
|
|||||||||||||
(Dollars in thousands) |
|
30-89 |
|
|
Greater than |
|
|
Current |
|
|
Total |
|
||||
Commercial and industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Real estate – construction, commercial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – mortgage, commercial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – mortgage, residential |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total PCI Loans |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The following tables present a summary of the loan portfolio individually and collectively evaluated for impairment as of the dates stated.
|
|
March 31, 2022 |
|
|||||||||||||
(Dollars in thousands) |
|
Individually |
|
|
Collectively |
|
|
Total Loan Balances |
|
|
Related Allowance for Loan Losses |
|
||||
PCI loans: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
Real estate – construction, commercial |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Real estate – mortgage, commercial |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Real estate – mortgage, residential |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Total PCI loans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Originated and purchased performing loans: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and industrial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – construction, commercial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – construction, residential |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – mortgage, commercial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – mortgage, residential |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – mortgage, farmland |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total originated and purchased performing loans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross loans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: deferred loan fees, net of costs |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
15
|
|
December 31, 2021 |
|
|||||||||||||
(Dollars in thousands) |
|
Individually |
|
|
Collectively |
|
|
Total Loan Balances |
|
|
Related Allowance for Loan Losses |
|
||||
PCI loans: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
Real estate – construction, commercial |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Real estate – mortgage, commercial |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Real estate – mortgage, residential |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Total PCI loans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Originated and purchased performing loans: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and industrial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – construction, commercial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – construction, residential |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – mortgage, commercial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – mortgage, residential |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – mortgage, farmland |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total originated and purchased performing loans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross loans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: deferred loan fees, net of costs |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The tables above exclude gross PPP loans of $
The following tables present information related to impaired loans by loan type as of the dates and for the periods stated.
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||||||||||||||||||
(Dollars in thousands) |
|
Recorded |
|
|
Unpaid |
|
|
Related |
|
|
Recorded |
|
|
Unpaid |
|
|
Related |
|
||||||
With no specific allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
||
Real estate – construction, commercial |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
||||
Real estate – mortgage, commercial |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Real estate – mortgage, residential |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
With an allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Real estate – mortgage, commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Real estate – mortgage, residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
16
|
|
For the three months ended |
|
|||||||||||||
|
|
March 31, 2022 |
|
|
March 31, 2021 |
|
||||||||||
(Dollars in thousands) |
|
Average |
|
|
Interest |
|
|
Average |
|
|
Interest |
|
||||
With no specific allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Real estate – construction, commercial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – mortgage, commercial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – mortgage, residential |
|
|
|
|
|
|
|
|
|
|
|
|
||||
With an allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Real estate – mortgage, commercial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate – mortgage, residential |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Impaired loans also include certain loans that have been modified in troubled debt restructurings ("TDRs") where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classified as non-performing at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. The Company had nine TDRs totaling $
The following table presents an analysis of the change in the ALL by loan type as of the dates and for the periods stated.
|
|
For the three months ended March 31, |
|
|||||
(Dollars in thousands) |
|
2022 |
|
|
2021 |
|
||
ALL, beginning of period |
|
$ |
|
|
$ |
|
||
Charge-offs |
|
|
|
|
|
|
||
Commercial and industrial |
|
|
( |
) |
|
|
( |
) |
Real estate – construction |
|
|
( |
) |
|
|
|
|
Real estate – mortgage |
|
|
( |
) |
|
|
( |
) |
Consumer |
|
|
( |
) |
|
|
( |
) |
Total charge-offs |
|
|
( |
) |
|
|
( |
) |
Recoveries |
|
|
|
|
|
|
||
Commercial and industrial |
|
|
|
|
|
|
||
Real estate – construction |
|
|
|
|
|
|
||
Real estate – mortgage |
|
|
|
|
|
|
||
Consumer |
|
|
|
|
|
|
||
Total recoveries |
|
|
|
|
|
|
||
Net charge-offs |
|
|
( |
) |
|
|
( |
) |
Provision for loan losses |
|
|
|
|
|
|
||
ALL, end of period |
|
$ |
|
|
$ |
|
The following tables present the Company’s loan portfolio by internal loan grade as of the dates stated.
17
|
|
March 31, 2022 |
|
|||||||||||||||||||||||||||||||||
(Dollars in thousands) |
|
Grade |
|
|
Grade |
|
|
Grade |
|
|
Grade |
|
|
Grade |
|
|
Grade |
|
|
Grade |
|
|
Grade |
|
|
Total |
|
|||||||||
PCI loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial and industrial |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||||
Real estate – construction, commercial |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||||
Real estate – mortgage, commercial |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||||
Real estate – mortgage residential |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||||
Consumer loans |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||||
Total PCI loans |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||||
Originated and purchased performing loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial and industrial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Paycheck Protection Program |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Real estate – construction, commercial |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||||
Real estate – construction, residential |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||||
Real estate – mortgage, commercial |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||||
Real estate – mortgage residential |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||||
Real estate – mortgage, farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||||||
Consumer loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||||||
Total originated and purchased performing loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross loans |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
Less: deferred loan fees, net of costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
December 31, 2021 |
|
|||||||||||||||||||||||||||||||||
(Dollars in thousands) |
|
Grade |
|
|
Grade |
|
|
Grade |
|
|
Grade |
|
|
Grade |
|
|
Grade |
|
|
Grade |
|
|
Grade |
|
|
Total |
|
|||||||||
PCI loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial and industrial |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||||
Real estate – construction, commercial |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Real estate – mortgage, commercial |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Real estate – mortgage residential |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Consumer loans |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Total PCI loans |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Originated and purchased performing loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial and industrial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||||||
Paycheck Protection Program |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||||
Real estate – construction, commercial |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||||
Real estate – construction, residential |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
Real estate – mortgage, commercial |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Real estate – mortgage residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Real estate – mortgage, farmland |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||||
Consumer loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||||||
Total originated and purchased performing loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross loans |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
Less: deferred loan fees, net of costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
18
Note 5 – Goodwill and Other Intangibles
Goodwill and other intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exist that indicate that a goodwill impairment test should be performed. Intangible assets with definite useful lives are amortized over their estimated useful lives, which range from
As of March 31, 2022 and December 31, 2021, the Company's goodwill totaled $
The following table presents information on amortizable intangible assets included on the consolidated balance sheets as of the dates stated.
|
|
As of March 31, 2022 |
|
|||||||||
(Dollars in thousands) |
|
Gross Carrying Value |
|
|
Accumulated Amortization |
|
|
Net Carrying Value |
|
|||
Core deposit intangibles |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Other amortizable intangibles |
|
|
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|||
|
|
As of December 31, 2021 |
|
|||||||||
(Dollars in thousands) |
|
Gross Carrying Value |
|
|
Accumulated Amortization |
|
|
Net Carrying Value |
|
|||
Core deposit intangibles |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Other amortizable intangibles |
|
|
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
Included in other amortizable intangibles were loan servicing assets of $
The Company retains servicing rights on mortgages originated and sold to the secondary market. Beginning January 1, 2022, the Company elected the fair value measurement method for accounting for MSR assets, pursuant to which assets are initially recorded at fair value and subsequently adjusted to fair value at each reporting period. Prior to this, MSR assets were recorded under the amortization method, which required that MSR assets be recorded at the lower of cost or fair value. As of March 31, 2022, the fair value of MSR assets was $
Note 6 – Borrowings
FHLB Borrowings
The Bank has a line of credit from the FHLB secured by pledged qualifying real estate loans and certain pledged securities. At March 31, 2022 and December 31, 2021, based on pledged collateral, the line totaled $
19
FRB Borrowings
In the second quarter of 2020, the Company began participating in the FRB’s PPPLF, which allowed banks to pledge PPP loans as collateral in exchange for advances. The PPPLF advances are at
Other Borrowings
The Company had unsecured lines of credit with correspondent banks, which totaled $
The Company had $
Note 7 – Derivatives
The Company enters into interest rate swap agreements to accommodate the needs of its banking customers. The Company mitigates the interest rate risk entering into these swap agreements by entering into equal and offsetting swap agreements with highly-rated third-party financial institutions. These back-to-back swap agreements are free-standing derivatives and are recorded at fair value in the Company’s consolidated balance sheets (asset positions are included in other assets and liability positions are included in other liabilities).
The following tables present the notional and fair value of interest rate swap agreements for the dates stated.
|
|
March 31, 2022 |
|
|||||
(Dollars in thousands) |
|
Notional |
|
|
Fair |
|
||
Interest rate swap agreement |
|
|
|
|
|
|
||
Receive fixed/pay variable swaps |
|
$ |
|
|
$ |
|
||
Pay fixed/receive variable swaps |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
|
|
December 31, 2021 |
|
|||||
(Dollars in thousands) |
|
Notional |
|
|
Fair |
|
||
Interest rate swap agreement |
|
|
|
|
|
|
||
Receive fixed/pay variable swaps |
|
$ |
|
|
$ |
|
||
Pay fixed/receive variable swaps |
|
|
|
|
|
( |
) |
As part of its efforts to sell originated government guaranteed and conventional residential mortgages into the secondary market, the Bank had entered into $
20
Note 8 – Stock-Based Compensation
The Company has granted restricted stock awards ("RSAs") to employees and directors under the Blue Ridge Bankshares, Inc. Equity Incentive Plan. RSAs are considered fixed awards as the number of shares and fair value is known at the date of grant, and the fair value of the award at the grant date is amortized over the requisite service period, which is generally three years. Compensation expense recognized in the consolidated statements of operations related to RSAs, net of forfeitures, for the three months ended March 31, 2022 and 2021 was $
During the three months ended March 31, 2022,
Note 9 – Leases
The Company’s long-term lease agreements are classified as operating leases.
The following tables present information about the Company’s leases as of and for the periods stated.
(Dollars in thousands) |
|
March 31, 2022 |
|
|
|
$ |
|
||
Right-of-use asset |
|
$ |
|
|
Weighted average remaining lease term (years) |
|
|
||
Weighted average discount rate |
|
|
% |
|
|
For the three months ended |
|
|||||
(Dollars in thousands) |
|
March 31, 2022 |
|
|
March 31, 2021 |
|
||
Operating lease cost |
|
$ |
|
|
$ |
|
||
Total lease cost |
|
$ |
|
|
$ |
|
||
Cash paid for amounts included in the measurement |
|
$ |
|
|
$ |
|
The following table presents a maturity analysis of and reconciliation of the undiscounted cash flows to the total of operating lease liabilities as of the date stated.
(Dollars in thousands) |
|
March 31, 2022 |
|
|
Nine months ending December 31, 2022 |
|
$ |
|
|
Twelve months ending December 31, 2023 |
|
|
|
|
Twelve months ending December 31, 2024 |
|
|
|
|
Twelve months ending December 31, 2025 |
|
|
|
|
Twelve months ending December 31, 2026 |
|
|
|
|
Thereafter |
|
|
|
|
Total undiscounted cash flows |
|
|
|
|
Discount |
|
|
( |
) |
Lease liabilities |
|
$ |
|
21
Note 10 – Fair Value
The fair value of a financial instrument is the current amount that would be exchanged between willing parties in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.
Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
The Company records fair value adjustments to certain assets and liabilities and determines fair value disclosures utilizing a definition of fair value of assets and liabilities that states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Additional considerations are involved to determine the fair value of financial assets in markets that are not active.
The Company uses a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy based on these two types of inputs are as follows:
Level 1 – |
|
Valuation is based on quoted prices in active markets for identical assets and liabilities. |
Level 2 – |
|
Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market. |
Level 3 – |
|
Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. |
The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:
Securities
Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. The carrying value of restricted FRB and FHLB stock approximates fair value based upon the redemption provisions of each entity and is therefore excluded from the following table.
Mortgage servicing rights
A third-party model is used to determine the fair value of the Company’s MSR assets. The model establishes pools of performing loans, calculates projected future cash flows for each pool, and applies a discount rate to each pool. As of March 31, 2022 and December 31, 2021, the Company was servicing approximately $
22
(
As previously noted, the Company changed its accounting method for MSR assets from the amortization method to the fair value measurement method effective January 1, 2022. This was a prospective change in accounting method; therefore, the carrying value of the MSR assets in periods prior to January 1, 2022 are stated at amortized cost. Accordingly,
(Dollars in thousands) |
|
MSR Assets |
|
|
Balance, December 31, 2020 |
|
$ |
|
|
Acquired in Bay Banks Merger |
|
|
|
|
Additions |
|
|
|
|
Write-offs |
|
|
( |
) |
Amortization |
|
|
( |
) |
Impairments |
|
|
|
|
Fair value adjustments |
|
|
|
|
Balance, December 31, 2021 - Fair value |
|
$ |
|
|
Balance, December 31, 2021 - Amortized cost |
|
$ |
|
Rabbi trust assets
The Company's rabbi trust is associated with a deferred compensation plan. The assets held by the rabbi trust are invested at the direction of the individual participants and are generally invested in marketable investment securities, such as common stocks and mutual funds or short-term investments (e.g., cash) (Level 1). Rabbi trust assets and the associated deferred compensation plan liability are included in other assets and other liabilities, respectively, in the consolidated balance sheets.
Derivative financial instruments
Derivative instruments used to hedge residential mortgage loans held for sale and the related interest rate lock commitments include forward commitments to sell mortgage loans and are reported at fair value utilizing Level 2 inputs. The fair values of derivative financial instruments are based on derivative market data inputs as of the valuation date and the underlying value of mortgage loans for rate lock commitments.
The Company has interest rate swap assets and liabilities associated with certain customer commercial loans. The interest rate swap asset with the customer is offset with an equal swap agreement with a highly-rated third-party financial institution (i.e., "back-to-back"). Both the interest rate swap assets and liabilities are free-standing derivatives and are recorded at fair value utilizing Level 2 inputs.
The following tables present the balances of financial assets measured at fair value on a recurring basis as of the dates stated.
23
|
|
March 31, 2022 |
|
|||||||||||||
(Dollars in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
||||
State and municipals |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
U.S. Treasury and agencies |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Mortgage backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total securities available for sale |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
MSR assets |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Rabbi trust assets |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Mortgage derivative asset |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Interest rate swap asset |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Other liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage derivative liability |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Interest rate swap liability |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
December 31, 2021 |
|
|||||||||||||
(Dollars in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
||||
State and municipals |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
U.S. Treasury and agencies |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Mortgage backed securities |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Corporate bonds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total securities available for sale |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rabbi trust assets |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
||
Mortgage derivative asset |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Interest rate swap asset |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Other liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage derivative liability |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
Interest rate swap liability |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
The following table presents the change in financial assets valued using Level 3 inputs for the periods stated.
(Dollars in thousands) |
|
MSR Assets |
|
|
Corporate Bonds |
|
|
Mortgage backed securities |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Balance as of December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Change in accounting method |
|
|
|
|
|
— |
|
|
|
— |
|
|
Transfers from Level 2 to Level 3 |
|
|
— |
|
|
|
|
|
|
— |
|
|
Transfers from Level 3 to Level 2 |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Additions |
|
|
|
|
|
— |
|
|
|
— |
|
|
Sales or paydowns |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Fair value adjustments |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance as of March 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
As of March 31, 2022, 13 corporate bonds totaling $
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 the write-down of individual assets.
The following describes the valuation techniques used by the Company to measure certain financial assets recorded at fair value on a nonrecurring basis in the financial statements.
24
Impaired Loans
Impaired loans with specific reserves are carried at fair value. Fair value is based on the discounted cash flows of the loan or the fair value of the collateral less estimated costs to sell, if the loan is collateral-dependent. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. Any given loan may have multiple types of collateral; however, the majority of the Company’s loan collateral is real estate. The value of real estate collateral is generally determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral value is significantly adjusted due to differences in the comparable properties or is discounted by the Company because of lack of marketability, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant or the net book value on the applicable business’s financial statements if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Fair value adjustments are recorded in the period incurred as provision for loan losses on the consolidated statements of operations.
As of March 31, 2022, one impaired loan was evaluated using an Enterprise Value ("EV") technique, as the Company owns a portion of a nationally syndicated loan. EV is estimated using a multiple of earnings before income taxes, depreciation and amortization ("EBITDA"). EBITDA estimates were developed based on historical and projected performance of this company while the EV multiple was derived based on publicly available data of the borrower's respective peer companies and industry (Level 3).
Loans Held for Sale
Mortgage loans originated or purchased and intended for sale in the secondary market are carried at estimated market value in the aggregate (i.e., loans held for sale). Changes in fair value are recognized in residential mortgage banking income, net on the consolidated statements of operations (Level 2).
Certain consumer loans originated by the Company and sourced by fintech partners are classified on the Company's consolidated balance sheets as held for sale. These loans are originated by the Bank and either sold directly to the applicable fintech partner or another investor at par, generally up to 10 days from origination. Due to relatively short time between origination and sale, these loans are held at cost, which approximates fair value (Level 2).
Other Real Estate Owned ("OREO")
Certain assets such as OREO are measured at fair value less estimated costs to sell. Valuation of OREO is generally determined using current appraisals from independent appraisers, a Level 2 input. If current appraisals cannot be obtained prior to reporting dates, or if declines in value are identified after a recent appraisal is received, appraisal values are discounted, resulting in Level 3 estimates. If the Company markets the property with a real estate agent or broker, estimated selling costs reduce the listing price, resulting in a valuation based on Level 3 inputs.
The following tables summarize assets that were measured at fair value on a nonrecurring basis as of the dates stated.
|
|
March 31, 2022 |
|
|||||||||||||
(Dollars in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Impaired loans, net |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Loans held for sale |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
OREO |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
December 31, 2021 |
|
|||||||||||||
(Dollars in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Impaired loans, net |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Loans held for sale |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
OREO |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
The following tables present quantitative information about Level 3 fair value measurements as of the dates stated.
25
(Dollars in thousands) |
|
Balance as of March 31, 2022 |
|
|
Unobservable Input |
|
Range |
|
||
Impaired loans, net |
|
|
|
|
|
|
|
|
||
|
$ |
|
|
|
|
% |
|
|||
|
|
|
|
|
|
% |
|
|||
|
|
|
|
|
|
|
|
|||
OREO |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
% |
(Dollars in thousands) |
|
Balance as of December 31, 2021 |
|
|
Unobservable Input |
|
Range |
|
||
Impaired loans, net |
|
|
|
|
|
|
|
|
||
|
$ |
|
|
|
|
% |
||||
|
|
|
|
|
|
|||||
OREO |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
% |
Fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practical to estimate the value is based upon the characteristics of the instruments and relevant market information. Financial instruments include cash, evidence of ownership in an entity, or contracts that convey or impose on an entity that contractual right or obligation to either receive or deliver cash for another financial instrument. The information used to determine fair value is highly subjective and judgmental in nature and, therefore, the results may not be precise. Subjective factors include, among other things, estimates of cash flows, risk characteristics, credit quality, and interest rates, all of which are subject to change. Since the fair value is estimated as of the balance sheet date, the amounts that will actually be realized or paid upon settlement or maturity on these various instruments could be significantly different.
The following tables present the estimated fair values, related carrying amounts, and valuation level of the financial instruments as of the dates stated.
|
|
March 31, 2022 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|||||||||||
(Dollars in thousands) |
|
Carrying Value |
|
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and due from banks |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|||
Federal funds sold |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restricted equity investments |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Other equity investments |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
PPP loans receivable, net |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Loans held for investment, net |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Accrued interest receivable |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Bank owned life insurance |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
MSR assets |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Noninterest-bearing deposits |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|||
Interest-bearing demand and money market deposits |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Savings deposits |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Time deposits |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
FHLB borrowings |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
FRB borrowings |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Subordinated notes, net |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
26
|
|
December 31, 2021 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|||||||||||
(Dollars in thousands) |
|
Carrying Value |
|
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and due from banks |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|||
Federal funds sold |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restricted equity investments |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Other equity investments |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
PPP loans receivable, net |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Loans held for investment, net |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Accrued interest receivable |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Bank owned life insurance |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Noninterest-bearing deposits |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|||
Interest-bearing demand and money market deposits |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Savings deposits |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Time deposits |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
FHLB borrowings |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
FRB borrowings |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||
Subordinated notes, net |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
Note 11 – Minimum Regulatory Capital
Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. A financial institution's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
The final rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks (the “Basel III rules”) were fully phased-in at January 1, 2019. Under the Basel III rules, the Bank must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios of
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized; although, these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At March 31, 2022, the most recent regulatory notification categorized the Bank as well capitalized under the regulatory framework. There are no conditions or events since that notification that management believes have changed the institution's category.
The following tables present the capital and capital ratios to which the Bank is subject and the amounts and ratios to be adequately and well capitalized as of the dates stated. Adequately capitalized ratios include the conversation buffer, if applicable.
27
|
|
Actual |
|
|
For Capital |
|
|
To Be Well |
|
|||||||||||||||
(Dollars in thousands) |
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
||||||
As of March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total risk based capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||||
Tier 1 capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||||
Common equity tier 1 capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||||
Tier 1 leverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
|
Actual |
|
|
For Capital |
|
|
To Be Well |
|
|||||||||||||||
(Dollars in thousands) |
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
||||||
As of December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total risk based capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||||
Tier 1 capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||||
Common equity tier 1 capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||||
Tier 1 leverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
Note 12 – Commitments & Contingencies
In the ordinary course of operations, the Company is party to legal proceedings. Based upon information currently available, management believes that such legal proceedings, in the aggregate, will not have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.
Also, in the ordinary course of operations, the Company offers various financial products to its customers to meet their credit and liquidity needs. These instruments involve elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and stand-by letters of credit written is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional commitments as it does for on-balance sheet commitments.
Subject to its normal credit standards and risk monitoring procedures, the Company makes contractual commitments to extend credit. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. As of March 31, 2022 and December 31, 2021, the Company had outstanding loan commitments of $
28
Conditional commitments are issued by the Company in the form of performance stand-by letters of credit, which guarantee the performance of a customer to a third party. As of March 31, 2022 and December 31, 2021, commitments under outstanding performance stand-by letters of credit totaled $
Reserves for unfunded commitments to borrowers as of March 31, 2022 and December 31, 2021 were $
The Company invests in various partnerships and limited liability companies, many of which invest in early-stage companies operating in fintech businesses. Pursuant to these investments, the Company commits to an investment amount that may be fulfilled in future periods. At March 31, 2022, the Company has future commitments outstanding totaling $
The Company also has investments in various SBIC funds. The Company's obligations to these funds are satisfied in the form of capital calls that occur during the commitment period. As of March 31, 2022, the Company's remaining capital commitments associated with its investments in SBIC funds totaled $
Note 13 – Earnings Per Share
The following table shows the calculation of basic and diluted earnings per share ("EPS") and the weighted average number of shares outstanding used in computing EPS and the effect on the weighted average number of shares outstanding of dilutive potential common stock. Basic EPS amounts are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding (the denominator). Diluted EPS amounts assume the conversion, exercise, or issuance of all potential common stock instruments, unless the effect would be to reduce the loss or increase earnings per common share. Potential dilutive common stock instruments include exercisable stock options. For the three months ended March 31, 2022 and 2021, stock options for
|
|
|
|
|||||
|
|
For the three months ended |
|
|||||
(Dollars in thousands, except per share data) |
|
March 31, 2022 |
|
|
March 31, 2021 |
|
||
Weighted average common shares outstanding, basic |
|
|
|
|
|
|
||
Effect of dilutive securities |
|
|
|
|
|
|
||
Weighted average common shares outstanding, dilutive |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Net income: |
|
|
|
|
|
|
||
Net income from continuing operations |
|
$ |
|
|
$ |
|
||
Net income (loss) from discontinued operations |
|
|
|
|
|
( |
) |
|
Net income from discontinued operations attributable to noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
Net income attributable to Blue Ridge Bankshares, Inc. |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Basic earnings per share: |
|
|
|
|
|
|
||
Earnings per share from continuing operations |
|
$ |
|
|
$ |
|
||
Earnings per share from discontinued operations |
|
|
|
|
|
— |
|
|
Earnings per share attributable to Blue Ridge Bankshares, Inc. |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Diluted earnings per share: |
|
|
|
|
|
|
||
Earnings per share from continuing operations |
|
$ |
|
|
$ |
|
||
Earnings per share from discontinued operations |
|
|
|
|
|
— |
|
|
Earnings per share attributable to Blue Ridge Bankshares, Inc. |
|
$ |
|
|
$ |
|
29
Note 14 – Business Segments
The Company has
The following tables present statement of operations items and assets by segment as of and for the periods stated.
|
|
For the three months ended March 31, 2022 |
|
|||||||||||||||||
(Dollars in thousands) |
|
Commercial Banking |
|
|
Mortgage Banking |
|
|
Parent Only |
|
|
Eliminations |
|
|
Blue Ridge |
|
|||||
NET INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net interest income |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Provision for loan losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net interest income after provision for loan losses |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
NONINTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential mortgage banking income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mortgage servicing rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gain on sale of guaranteed government loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Service charges on deposit accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Increase in cash surrender value of bank owned life insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other income |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total noninterest income |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
NONINTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Salaries and employee benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total noninterest expense |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Income from continuing operations before income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income from continuing operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Discontinued Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from discontinued operations before income taxes (including gain on disposal of $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Net income from discontinued operations attributable to noncontrolling interest |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Net income attributable to Blue Ridge Bankshares, Inc. |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total assets as of March 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
30
|
|
For the three months ended March 31, 2021 |
|
|||||||||||||||||
(Dollars in thousands) |
|
Commercial Banking |
|
|
Mortgage Banking |
|
|
Parent Only |
|
|
Eliminations |
|
|
Blue Ridge |
|
|||||
NET INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net interest income |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Provision for loan losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net interest income after provision for loan losses |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
NONINTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential mortgage banking income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mortgage servicing rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gain on sale of guaranteed government loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Service charges on deposit accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Increase in cash surrender value of bank owned life insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other income |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total noninterest income |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
NONINTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Salaries and employee benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total noninterest expense |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Income (loss) from continuing operations before income tax expense (benefit) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Income tax expense (benefit) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Discontinued Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loss from discontinued operations before income taxes |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income tax benefit |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Net loss from discontinued operations |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Net income from discontinued operations attributable to noncontrolling interest |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Net income (loss) attributable to Blue Ridge Bankshares, Inc. |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Total assets as of March 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
31
Note 15 – Changes to Accumulated Other Comprehensive Income, net
The following tables present components of accumulated other comprehensive income (loss) for the periods stated.
|
|
For the three months ended March 31, 2022 |
|
|||||||||||||
(Dollars in thousands) |
|
Net Unrealized |
|
|
Transfer of Securities Held to Maturity to Available For Sale |
|
|
Pension and |
|
|
Accumulated Other |
|
||||
Balance as of January 1, 2022 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $ |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Balance as of March 31, 2022 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
For the three months ended March 31, 2021 |
|
|||||||||||||
(Dollars in thousands) |
|
Net Unrealized |
|
|
Transfer of Securities Held to Maturity to Available For Sale |
|
|
Net Unrealized Gains (Losses) on Interest Rate Swaps |
|
|
Accumulated Other |
|
||||
Balance as of January 1, 2021 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $ |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Change in net unrealized holding gains on interest rate swaps, net of deferred tax expense of $ |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance as of March 31, 2021 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
Note 16 – Legal Matters
On August 12, 2019, a former employee of Virginia Community Bankshares, Inc. (“VCB”) and participant in its Employee Stock Ownership Plan (the “VCB ESOP”) filed a class action complaint against VCB, Virginia Community Bank, and certain individuals associated with the VCB ESOP in the U.S. District Court for the Western District of Virginia, Charlottesville Division. The complaint alleges, among other things, that the defendants breached their fiduciary duties to VCB ESOP participants in violation of the Employee Retirement Income Security Act of 1974, as amended. The complaint alleges that the VCB ESOP incurred damages “that approach or exceed $
Note 17 – Subsequent Events
On
32
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following presents management’s discussion and analysis of the Company’s consolidated financial condition and the results of our operations. This discussion should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in this Form 10-Q and the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021. Results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results of operations for the balance of 2022, or for any other period. As used in this report, the terms “the Company,” “we,” “us,” and “our” refer to Blue Ridge Bankshares, Inc. and its consolidated subsidiaries. The term “Bank” refers to Blue Ridge Bank, National Association.
Cautionary Note About Forward-Looking Statements
The Company makes certain forward-looking statements in this Form 10-Q that are subject to risks and uncertainties. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections, and statements of management’s beliefs concerning future events, business plans, objectives, expected operating results, and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan,” or words or phases of similar meaning. The Company cautions that the forward-looking statements are based largely on management’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond its control. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements.
The following factors, among others, could cause the Company’s financial performance to differ materially from that expressed in such forward-looking statements: the strength of the United States economy in general and the strength of the local economies in which it conducts operations; changes in the level of the Company’s nonperforming assets and charge-offs; management of risks inherent in the Company’s real estate loan portfolio, and the risk of a prolonged downturn in the real estate market, which could impair the value of collateral and the ability to sell collateral upon any foreclosure; 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, inflation, interest rate, market, and monetary fluctuations; changes in consumer spending and savings habits; the Company's ability to identify, attract, and retain experienced management, relationship managers, and support personnel, particularly in a competitive labor environment; technological and social media changes impacting the Company, the Bank, and the financial services industry, in general; changing bank regulatory conditions, laws, regulations, policies, or programs, whether arising as new legislation or regulatory initiatives, that could lead to restrictions on activities of banks generally, or the Bank in particular, more restrictive regulatory capital requirements, increased costs, including deposit insurance premiums, increased regulations, prohibition of certain income producing activities, or changes in the secondary market for loans and other products; the impact of changes in laws, regulations, and policies affecting the real estate industry; the effect of changes in accounting policies and practices, as may be adopted from time to time by bank regulatory agencies, the Securities and Exchange Commission (the "SEC"), the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, or other accounting standards setting bodies; the impact of the COVID-19 pandemic on the Company's customers and employees, and the associated efforts by the Company and others to limit the spread of the virus; the occurrence of significant natural disasters, including severe weather conditions, floods, health related issues, and other catastrophic events; geopolitical conditions, including acts or threats of terrorism and/or military conflicts, including the military conflict between Russia and Ukraine, or actions taken by the U.S. or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the U.S. and abroad; the timely development of competitive new products and services and the acceptance of these products and services by new and existing customers; the willingness of users to substitute competitors’ products and services for the Company’s products and services; the Company’s inability to successfully manage growth or implement its growth strategy; the effect of acquisitions the Company may make, including, without limitation, disruption of employee or customer relationships, and the failure to achieve the expected revenue growth and/or expense savings from such acquisitions; the Company’s participation in the Paycheck Protection Program ("PPP") established by the U.S. government and its administration of the loans and processing fees earned under the program;
33
the Company’s involvement, from time to time, in legal proceedings, and examination and remedial actions by regulators; the Company’s potential exposure to fraud, negligence, computer theft, and cyber-crime; the Bank’s ability to pay dividends; and the Bank's ability to effectively manage its fintech partnerships, and the abilities of those fintech companies to perform as expected.
The foregoing factors should not be considered exhaustive and should be read together with other cautionary statements that are included in the Form 10-K including those discussed in the section entitled "Risk Factors." If one or more of the factors affecting forward-looking information and statements proves incorrect, then actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this Form 10-Q. Therefore, the Company cautions you not to place undue reliance on its forward-looking information and statements. The Company will not update the forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how these risks and uncertainties will affect it.
Sale of MoneyWise Payroll Solutions, Inc.
The Company sold its majority interest in MoneyWise Payroll Solutions, Inc. (“MoneyWise”) to the holder of the minority interest in MoneyWise in the first quarter of 2022. Asset and liability balances and income statement amounts related to MoneyWise are reported as discontinued operations for all periods presented.
Stock Split
On April 30, 2021, the Company effected a 3-for-2 stock split (“Stock Split”) in the form of a 50% stock dividend on its common stock to shareholders of record as of April 20, 2021. Cash was paid in lieu of fractional shares based on the closing price of the Company’s common stock on the record date. References made to outstanding shares or per share amounts in the accompanying consolidated financial statements and disclosures have been retroactively adjusted to reflect the Stock Split, unless otherwise noted.
Merger with Bay Banks of Virginia, Inc.
The Company completed its merger with Bay Banks of Virginia, Inc. ("Bay Banks"), the holding company of Virginia Commonwealth Bank, into the Company on January 31, 2021. Immediately following the completion of the merger, Virginia Commonwealth Bank was merged with and into Blue Ridge Bank (collectively, the “Bay Banks Merger”). Earnings for the first quarter of 2021 included the earnings of Bay Banks from the effective date of the merger.
Information contained herein as of March 31, 2022 includes the balances of Bay Banks; information contained herein for the quarter ended March 31, 2021 and as of December 31, 2021 includes the operations of Bay Banks for the period immediately following the effective date (January 31, 2021) of the Bay Banks Merger.
General
There were no changes to the Critical Accounting Policies disclosed in Item 7 of the 2021 Form 10-K, except for an irrevocable change in accounting method for mortgage servicing rights ("MSR") assets from the amortization method to the fair value measurement method under Accounting Standards Codification 860 Transfers and Servicing. See Part I, Item 1, Note 1 – Organization and Basis of Presentation for more information.
Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current year presentations. The reclassifications had no effect on net income, net income per share, total assets, total liabilities, or stockholders’ equity as previously reported.
Comparison of Financial Condition as of March 31, 2022 and December 31, 2021
Total assets were $2.72 billion as of March 31, 2022, an increase of $59 million from $2.67 billion at December 31, 2021. Loans held for investment, excluding PPP loans, increased $66.2 million to $1.84 billion at March 31, 2022 from $1.78 billion at December 31, 2021, an annualized growth rate of 14.9%.
34
Total deposits as of March 31, 2022 were $2.35 billion, an increase of $56.3 million from December 31, 2021. The increase in the first three months of 2022 was primarily due to noninterest-bearing demand deposits, primarily related to the Company’s fintech partnerships.
Total stockholders’ equity increased by $1.3 million to $278.5 million as of March 31, 2022 compared to $277.1 million at December 31, 2021. The fair value of the Company’s portfolio of available for sale securities declined in the first quarter of 2022, primarily as a result of an increase in market interest rates, resulting in an after-tax decline in stockholders’ equity of $17.9 million . This decrease was offset by net income of $17.8 million for the three months ended March 31, 2022 and a positive $3.5 million cumulative effect adjustment recorded to stockholders’ equity as of January 1, 2022 to account for the change in accounting method for MSR assets, as noted previously.
Comparison of Results of Operations for the Three Months Ended March 31, 2022 and 2021
For the three months ended March 31, 2022, the Company reported net income from continuing operations of $17.4 million, or $0.93 earnings per diluted common share, compared to $4.2 million, or $0.28 earnings per diluted common share, for the three months ended March 31, 2021.
Net income before income taxes for the first quarter of 2022 included $9.4 million of fair value adjustments for the Company's equity investments, primarily in certain fintech companies. Income from MSRs was $6.7 million for the first quarter of 2022, an increase of $3.4 million compared to the same period of 2021.
Net income before income taxes included merger-related expenses of $50 thousand and $9.0 million, for the three months ended March 31, 2022 and 2021, respectively, the former attributable to the now-terminated FVCBankcorp, Inc. merger and the latter attributable to the completed Bay Banks Merger.
Net Interest Income. Net interest income is the amount by which interest earned on assets exceeds the interest paid on interest-bearing liabilities and is the Company’s primary revenue source. Net interest income is thereby affected by overall balance sheet growth, changes in interest rates, and changes in the mix of investments, loans, deposits, and borrowings. The Company’s principal interest-earning assets are loans to businesses, real estate investors, and individuals as well as its investment securities portfolio. Interest-bearing liabilities consist primarily of negotiable order of withdrawal and savings accounts, money market accounts, certificates of deposit, and Federal Home Loan Bank of Atlanta (“FHLB”) and Federal Reserve Bank of Richmond ("FRB") advances. Generally, changes in net interest income are measured by the net interest rate spread and the net interest margin. Net interest rate spread is the difference between the rate earned on interest-earning assets and the rate incurred on interest-bearing liabilities. Net interest margin represents the difference between interest income and interest expense calculated as a percentage of average interest-earning assets.
35
The following table presents the average balance sheets for the three months ended March 31, 2022 and 2021. Also shown are the amounts of interest earned on interest-earning assets, with related tax-equivalent yields, and interest expense on interest-bearing liabilities, with related rates, as well as a volume and rate analysis of changes in net interest income for the periods stated.
|
|
Average Balances, Income and Expense, Yields and Rates |
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
As of and for the three months ended March 31, |
|
|
|
|
||||||||||||||||||||||||||||||
|
|
2022 |
|
|
2021 |
|
|
Total |
|
|
Increase/(Decrease) |
|
||||||||||||||||||||||||
(Dollars in thousands) |
|
Average |
|
|
Interest |
|
|
Yield/ |
|
|
Average |
|
|
Interest |
|
|
Yield/ |
|
|
(Decrease) |
|
|
Volume (12) |
|
|
Rate (12) |
|
|||||||||
Average Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Taxable securities |
|
$ |
379,113 |
|
|
$ |
1,770 |
|
|
|
1.87 |
% |
|
$ |
213,028 |
|
|
$ |
1,130 |
|
|
|
2.12 |
% |
|
$ |
640 |
|
|
$ |
881 |
|
|
$ |
(241 |
) |
Tax-exempt securities (2) |
|
|
19,372 |
|
|
|
75 |
|
|
|
1.55 |
% |
|
|
14,170 |
|
|
|
67 |
|
|
|
1.89 |
% |
|
|
8 |
|
|
|
25 |
|
|
|
(17 |
) |
Total securities |
|
|
398,485 |
|
|
|
1,845 |
|
|
|
1.85 |
% |
|
|
227,198 |
|
|
|
1,197 |
|
|
|
2.11 |
% |
|
|
648 |
|
|
|
906 |
|
|
|
(258 |
) |
Interest-earning deposits in other banks |
|
|
94,710 |
|
|
|
35 |
|
|
|
0.15 |
% |
|
|
131,051 |
|
|
|
30 |
|
|
|
0.09 |
% |
|
|
5 |
|
|
|
(8 |
) |
|
|
13 |
|
Federal funds sold |
|
|
51,460 |
|
|
|
22 |
|
|
|
0.17 |
% |
|
|
3,113 |
|
|
|
— |
|
|
|
— |
|
|
|
22 |
|
|
|
— |
|
|
|
22 |
|
Loans held for sale |
|
|
73,710 |
|
|
|
621 |
|
|
|
3.37 |
% |
|
|
132,918 |
|
|
|
821 |
|
|
|
2.47 |
% |
|
|
(200 |
) |
|
|
(366 |
) |
|
|
166 |
|
Paycheck Protection Program loans (3) |
|
|
27,081 |
|
|
|
393 |
|
|
|
5.80 |
% |
|
|
452,096 |
|
|
|
4,477 |
|
|
|
3.96 |
% |
|
|
(4,084 |
) |
|
|
(4,209 |
) |
|
|
125 |
|
Loans held for investment (3,4,5) |
|
|
1,798,653 |
|
|
|
22,885 |
|
|
|
5.09 |
% |
|
|
1,386,113 |
|
|
|
16,065 |
|
|
|
4.64 |
% |
|
|
6,820 |
|
|
|
4,781 |
|
|
|
2,039 |
|
Total average interest-earning assets |
|
|
2,444,098 |
|
|
|
25,802 |
|
|
|
4.22 |
% |
|
|
2,332,489 |
|
|
|
22,590 |
|
|
|
3.87 |
% |
|
|
3,212 |
|
|
|
1,104 |
|
|
|
2,109 |
|
Less: allowance for loan losses |
|
|
(12,063 |
) |
|
|
|
|
|
|
|
|
(13,625 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total noninterest-earning assets |
|
|
221,952 |
|
|
|
|
|
|
|
|
|
157,048 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total average assets |
|
$ |
2,653,987 |
|
|
|
|
|
|
|
|
$ |
2,475,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Liabilities and Stockholders’ Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest-bearing demand, money market deposits, and savings |
|
$ |
1,082,743 |
|
|
$ |
585 |
|
|
|
0.22 |
% |
|
$ |
700,291 |
|
|
$ |
462 |
|
|
|
0.26 |
% |
|
$ |
123 |
|
|
$ |
252 |
|
|
$ |
(129 |
) |
Time deposits (6) |
|
|
483,236 |
|
|
|
971 |
|
|
|
0.80 |
% |
|
|
498,965 |
|
|
|
1,079 |
|
|
|
0.86 |
% |
|
|
(108 |
) |
|
|
(34 |
) |
|
|
(74 |
) |
Total interest-bearing deposits |
|
|
1,565,980 |
|
|
|
1,556 |
|
|
|
0.40 |
% |
|
|
1,199,256 |
|
|
|
1,541 |
|
|
|
0.51 |
% |
|
|
15 |
|
|
|
218 |
|
|
|
(204 |
) |
FHLB borrowings (7) |
|
|
10,110 |
|
|
|
11 |
|
|
|
0.42 |
% |
|
|
137,583 |
|
|
|
85 |
|
|
|
0.25 |
% |
|
|
(74 |
) |
|
|
(79 |
) |
|
|
4 |
|
FRB borrowings |
|
|
16,379 |
|
|
|
14 |
|
|
|
0.35 |
% |
|
|
348,803 |
|
|
|
304 |
|
|
|
0.35 |
% |
|
|
(290 |
) |
|
|
(290 |
) |
|
|
— |
|
Subordinated notes and other borrowings (8) |
|
|
39,976 |
|
|
|
553 |
|
|
|
5.54 |
% |
|
|
47,016 |
|
|
|
630 |
|
|
|
5.36 |
% |
|
|
(77 |
) |
|
|
(94 |
) |
|
|
18 |
|
Total average interest-bearing liabilities |
|
|
1,632,445 |
|
|
|
2,134 |
|
|
|
0.52 |
% |
|
|
1,732,658 |
|
|
|
2,560 |
|
|
|
0.59 |
% |
|
|
(426 |
) |
|
|
(245 |
) |
|
|
(181 |
) |
Noninterest-bearing demand deposits |
|
|
720,226 |
|
|
|
|
|
|
|
|
|
522,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other noninterest-bearing liabilities |
|
|
26,429 |
|
|
|
|
|
|
|
|
|
25,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stockholders’ equity |
|
|
274,887 |
|
|
|
|
|
|
|
|
|
195,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total average liabilities and stockholders’ equity |
|
$ |
2,653,987 |
|
|
|
|
|
|
|
|
$ |
2,475,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net interest income and margin (9) |
|
|
|
|
$ |
23,668 |
|
|
|
3.87 |
% |
|
|
|
|
$ |
20,030 |
|
|
|
3.43 |
% |
|
$ |
3,638 |
|
|
$ |
1,349 |
|
|
$ |
2,290 |
|
||
Cost of funds (10) |
|
|
|
|
|
|
|
|
0.36 |
% |
|
|
|
|
|
|
|
|
0.45 |
% |
|
|
|
|
|
|
|
|
|
|||||||
Net interest spread (11) |
|
|
|
|
|
|
|
|
3.70 |
% |
|
|
|
|
|
|
|
|
3.28 |
% |
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(1) Annualized. |
|
|||||||||||||||||||||||||||||||||||
(2) Computed on a fully taxable equivalent basis assuming a 21% income tax rate. |
|
|||||||||||||||||||||||||||||||||||
(3) Includes deferred loan fees/costs. |
|
|||||||||||||||||||||||||||||||||||
(4) Non-accrual loans have been included in the computations of average loan balances. |
|
|||||||||||||||||||||||||||||||||||
(5) Includes accretion of fair value adjustments (discounts) on acquired loans of $2.7 million and $359 thousand for the three months ended March 31, 2022 and 2021, respectively. |
|
|||||||||||||||||||||||||||||||||||
(6) Includes amortization of fair value adjustments (premiums) on assumed time deposits of $474 thousand and $697 thousand for the three months ended March 31, 2022 and 2021, respectively. |
|
|||||||||||||||||||||||||||||||||||
(7) Includes amortization of fair value adjustments (premiums) on assumed FHLB borrowings of $3 thousand and $2 thousand for the three months ended March 31, 2022 and 2021, respectively. |
|
|||||||||||||||||||||||||||||||||||
(8) Includes amortization of fair value adjustments (premiums) on assumed subordinated notes of $25 thousand and $35 thousand for the three months ended March 31, 2022 and 2021, respectively. |
|
|||||||||||||||||||||||||||||||||||
(9) Net interest margin is net interest income divided by average interest-earning assets. |
|
|||||||||||||||||||||||||||||||||||
(10) Cost of funds is total interest expense divided by total interest-bearing liabilities and non-interest bearing demand deposits. |
|
|||||||||||||||||||||||||||||||||||
(11) Net interest spread is the yield on average interest-earning assets less the cost of average interest-bearing liabilities. |
|
|||||||||||||||||||||||||||||||||||
(12) Change in income/expense due to both volume and rate has been allocated in proportion to the absolute dollar amounts of the change in each. |
|
Average interest-earning assets were $2.44 billion for the three months ended March 31, 2022 compared to $2.33 billion for the same period of 2021, a $111.6 million increase. This increase was primarily attributable to organic loan growth and loans acquired in the Bay Banks Merger as of the effective date of the merger and higher average balances of securities, partially offset by significantly lower average balances of PPP loans. Total interest income (on a taxable equivalent basis) increased $3.2 million for the three-month period ended March 31, 2022 from the same period of 2021. This increase was primarily due to higher average balances of interest-earnings assets, and higher accretion of purchase accounting adjustments (discounts) on acquired loans, partially offset by lower PPP interest and fee income. Interest income in the 2022 and 2021 periods included the amortization of PPP processing fees, net of costs, of $329 thousand and $3.3 million, respectively. Interest income in the first quarters of 2022 and 2021 included accretion of discounts on acquired loans of $2.7 million and $359 thousand, respectively.
36
Average interest-bearing liabilities were $1.63 billion for the three months ended March 31, 2022 compared to $1.73 billion for the same period of 2021, a $100.2 million decrease. Most of this decrease was attributable to a decline in average balances of FHLB and FRB borrowings of $127.5 million and $332.4 million, respectively, partially offset by higher average balances of interest-bearing deposits. FHLB advances were reduced in the fourth quarter of 2021 commensurate with the termination of interest rate swaps, while FRB advances were reduced as PPP loans were forgiven. Interest expense decreased by $426 thousand to $2.1 million for the three months ended March 31, 2022 compared to the same period of 2021. Cost of interest-bearing liabilities decreased to 0.52% for the first quarter of 2022 from 0.59% for the first quarter of 2021, partially due to the redemption of subordinated notes in the second and third quarters of 2021. Cost of funds were 0.36% and 0.45% for the first quarters of 2022 and 2021, respectively. Interest expense in the first quarters of 2022 and 2021 included the amortization of fair value adjustments (premium) on assumed time deposits of $474 thousand and $697 thousand, respectively, which was a reduction to interest expense.
Net interest income (on a taxable equivalent basis) for the three months ended March 31, 2022 was $23.7 million compared to $20.0 million for the same period in 2021, an increase of $3.7 million. Net interest margin was 3.88% and 3.43% for first quarters of 2022 and 2021, respectively. Accretion and amortization of purchase accounting adjustments had a 53 and 17 basis point positive effect on net interest margin for the same respective periods. PPP loan processing fees, net of costs, and interest income, along with the corresponding funding costs through the FRB Paycheck Protection Program Liquidity Facility ("PPPLF"), had a 2 and 6 basis point positive effect on the Company’s net interest margin for the three months ended March 31, 2022 and 2021, respectively.
Provision for Loan Losses. The Company recorded a provision for loan losses of $2.5 million in the first quarter of 2022 compared to $0 for the same period of 2021. The $2.5 million provision in the first quarter of 2022 was primarily due to additional reserves for loan growth and higher specific reserves for three relationships.
Noninterest Income. The following table presents a summary of noninterest income and the dollar and percentage change for the periods presented.
|
|
For the three months ended |
|
|
|
|
|
|
|
|||||||
(Dollars in thousands) |
|
March 31, 2022 |
|
|
March 31, 2021 |
|
|
Change $ |
|
|
Change % |
|
||||
Fair value adjustments of other equity investments |
|
$ |
9,364 |
|
|
$ |
— |
|
|
$ |
9,364 |
|
|
|
100.0 |
% |
Residential mortgage banking income, net |
|
|
2,821 |
|
|
|
9,301 |
|
|
|
(6,480 |
) |
|
|
(69.7 |
%) |
Mortgage servicing rights |
|
|
6,738 |
|
|
|
3,371 |
|
|
|
3,367 |
|
|
|
99.9 |
% |
Gain on sale of guaranteed government loans |
|
|
1,427 |
|
|
|
1,074 |
|
|
|
353 |
|
|
|
32.9 |
% |
Wealth and trust management |
|
|
391 |
|
|
|
602 |
|
|
|
(211 |
) |
|
|
(35.0 |
%) |
Service charges on deposit accounts |
|
|
315 |
|
|
|
327 |
|
|
|
(12 |
) |
|
|
(3.7 |
%) |
Increase in cash surrender value of bank owned life insurance |
|
|
272 |
|
|
|
164 |
|
|
|
108 |
|
|
|
65.9 |
% |
Bank and purchase card, net |
|
|
422 |
|
|
|
300 |
|
|
|
122 |
|
|
|
40.7 |
% |
Other |
|
|
2,344 |
|
|
|
400 |
|
|
|
1,944 |
|
|
|
486.0 |
% |
Total noninterest income |
|
$ |
24,094 |
|
|
$ |
15,539 |
|
|
$ |
8,555 |
|
|
|
55.1 |
% |
Income from fair value adjustments of other equity investments in the first quarter of 2022 was attributable to the Company's equity investments, primarily in certain fintech companies. The Company records certain equity investments at fair value when an observable market event occurs, such as the issuance or transfer of shares of substantially similar investments. The decline in residential mortgage banking income was primarily due to lower mortgage volumes in the first quarter of 2022 ($151.4 million) compared to the first quarter of 2021 ($361.4 million). The decline in mortgage volumes was primarily attributable to a decline in demand for mortgages as market interest rates increased significantly in the first quarter 2022 compared to the same period of 2021. Partially offsetting the decline in residential mortgage banking income was higher income from MSR assets, of which $3.8 million was for the fair value adjustment and $2.9 million for new servicing rights retained. Generally, as market interest rates increase, the value of MSR assets increase as the underlying mortgages are less likely to be refinanced or curtailed. Other noninterest income in the first quarter of 2022 includes a net gain on sale of assets of $404 thousand, primarily attributable to the sale of a former branch location, and fee income from fintech partnerships of $740 thousand (compared to $0 for the same period of 2021).
37
Noninterest Expense. The following tables present a summary of noninterest expense and the dollar and percentage change for the periods stated.
|
|
For the three months ended |
|
|
|
|
|
|
|
|||||||
(Dollars in thousands) |
|
March 31, 2022 |
|
|
March 31, 2021 |
|
|
Change $ |
|
|
Change % |
|
||||
Salaries and employee benefits |
|
$ |
14,096 |
|
|
$ |
13,903 |
|
|
$ |
193 |
|
|
|
1.4 |
% |
Occupancy and equipment |
|
|
1,485 |
|
|
|
1,331 |
|
|
|
154 |
|
|
|
11.6 |
% |
Data processing |
|
|
946 |
|
|
|
805 |
|
|
|
141 |
|
|
|
17.5 |
% |
Legal, issuer, and regulatory filing |
|
|
382 |
|
|
|
576 |
|
|
|
(194 |
) |
|
|
(33.7 |
%) |
Advertising and marketing |
|
|
428 |
|
|
|
279 |
|
|
|
149 |
|
|
|
53.4 |
% |
Communications |
|
|
799 |
|
|
|
367 |
|
|
|
432 |
|
|
|
117.7 |
% |
Audit and accounting fees |
|
|
141 |
|
|
|
189 |
|
|
|
(48 |
) |
|
|
(25.4 |
%) |
FDIC insurance |
|
|
231 |
|
|
|
343 |
|
|
|
(112 |
) |
|
|
(32.7 |
%) |
Intangible amortization |
|
|
397 |
|
|
|
351 |
|
|
|
46 |
|
|
|
13.1 |
% |
Other contractual services |
|
|
534 |
|
|
|
853 |
|
|
|
(319 |
) |
|
|
(37.4 |
%) |
Other taxes and assessments |
|
|
570 |
|
|
|
347 |
|
|
|
223 |
|
|
|
64.3 |
% |
Merger-related |
|
|
50 |
|
|
|
9,019 |
|
|
|
(8,969 |
) |
|
|
(99.4 |
%) |
Other |
|
|
2,630 |
|
|
|
1,872 |
|
|
|
758 |
|
|
|
40.5 |
% |
Total noninterest expense |
|
$ |
22,689 |
|
|
$ |
30,235 |
|
|
$ |
(7,546 |
) |
|
|
(25.0 |
%) |
Excluding merger-related expenses, noninterest expense increased $1.4 million for the three months March 31, 2022 compared to the same period in 2021. Higher salaries and employee benefits for the three-month period ended March 31, 2022 were primarily attributable to employees added to support the Company’s noninterest income business lines, particularly the fintech business, and additional commercial lenders, partially offset by lower salaries and employee benefit expenses attributable to the mortgage banking division. Other increases in noninterest expenses in the first quarter of 2022 compared to the first quarter of 2021 were partially attributable to the 2021 period including expenses only from the effective date of the Bay Banks Merger, January 31, 2021.
Income Tax Expense. Income tax expense from continuing operations for the three months ended March 31, 2022 and 2021 was $5.1 million and $1.1 million, respectively, resulting in an effective income tax rate of 22.8% and 20.3% for the respective periods. The higher effective income tax rate for the 2022 period was primarily the result of tax provisions made for state income taxes, as the Company expanded its operations, primarily its mortgage banking division, into various states.
Analysis of Financial Condition
Loan Portfolio. The Company makes loans to commercial entities and to individuals. Loan terms vary as to interest rate, repayment, and collateral requirements based on the type of loan and the creditworthiness of the borrower. Credit risk tends to be geographically concentrated in that a majority of the loans are to borrowers located in the markets served by the Company. All loans are underwritten within specific lending policy guidelines that are designed to maximize the Company’s profitability within an acceptable level of business risk.
38
The following table presents the Company’s loan portfolio by category of loan and the percentage of loans in each category to total loans as of the dates stated.
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||||||||||
(Dollars in thousands) |
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
||||
Commercial and industrial |
|
$ |
380,754 |
|
|
|
20.4 |
% |
|
$ |
320,827 |
|
|
|
17.7 |
% |
Paycheck Protection Program |
|
|
22,902 |
|
|
|
1.2 |
% |
|
|
30,742 |
|
|
|
1.7 |
% |
Real estate – construction, commercial |
|
|
124,523 |
|
|
|
6.7 |
% |
|
|
146,523 |
|
|
|
8.1 |
% |
Real estate – construction, residential |
|
|
60,195 |
|
|
|
3.2 |
% |
|
|
58,857 |
|
|
|
3.3 |
% |
Real estate – mortgage, commercial |
|
|
748,223 |
|
|
|
40.1 |
% |
|
|
701,503 |
|
|
|
38.8 |
% |
Real estate – mortgage, residential |
|
|
487,257 |
|
|
|
26.1 |
% |
|
|
493,982 |
|
|
|
27.3 |
% |
Real estate – mortgage, farmland |
|
|
6,062 |
|
|
|
0.3 |
% |
|
|
6,173 |
|
|
|
0.3 |
% |
Consumer |
|
|
37,368 |
|
|
|
2.0 |
% |
|
|
49,877 |
|
|
|
2.6 |
% |
Gross loans |
|
|
1,867,284 |
|
|
|
100.0 |
% |
|
|
1,808,484 |
|
|
|
100.0 |
% |
Less: deferred loan fees, net of costs |
|
|
(1,087 |
) |
|
|
|
|
|
(906 |
) |
|
|
|
||
Gross loans, net of deferred loans fees and costs |
|
|
1,866,197 |
|
|
|
|
|
|
1,807,578 |
|
|
|
|
||
Less: allowance for loan losses |
|
|
(12,013 |
) |
|
|
|
|
|
(12,121 |
) |
|
|
|
||
Loans held for investment, net |
|
$ |
1,854,184 |
|
|
|
|
|
$ |
1,795,457 |
|
|
|
|
||
Loans held for sale |
|
$ |
41,004 |
|
|
|
|
|
$ |
121,943 |
|
|
|
|
The following table presents the remaining maturities, based on contractual maturity, by loan type and by rate type (variable or fixed) as of March 31, 2022.
|
|
|
|
|
|
|
|
Variable rate |
|
|
Fixed rate |
|
||||||||||||||||||||||||||||
(Dollars in thousands) |
|
Total Maturities |
|
|
One Year |
|
|
Total |
|
|
1-5 years |
|
|
5-15 years |
|
|
More than 15 years |
|
|
Total |
|
|
1-5 years |
|
|
5-15 years |
|
|
More than 15 years |
|
||||||||||
Commercial and industrial |
|
$ |
380,754 |
|
|
$ |
103,041 |
|
|
$ |
120,605 |
|
|
$ |
83,908 |
|
|
$ |
35,676 |
|
|
$ |
1,021 |
|
|
$ |
157,108 |
|
|
$ |
78,403 |
|
|
$ |
76,844 |
|
|
$ |
1,861 |
|
Paycheck Protection Program |
|
|
22,902 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
22,902 |
|
|
|
22,902 |
|
|
|
— |
|
|
|
— |
|
Real estate – construction, commercial |
|
|
124,523 |
|
|
|
26,865 |
|
|
|
57,294 |
|
|
|
28,687 |
|
|
|
12,677 |
|
|
|
15,930 |
|
|
|
40,364 |
|
|
|
37,494 |
|
|
|
2,775 |
|
|
|
95 |
|
Real estate – construction, residential |
|
|
60,195 |
|
|
|
30,666 |
|
|
|
4,615 |
|
|
|
1,603 |
|
|
|
1,047 |
|
|
|
1,965 |
|
|
|
24,914 |
|
|
|
393 |
|
|
|
2,097 |
|
|
|
22,424 |
|
Real estate – mortgage, commercial |
|
|
748,223 |
|
|
|
50,685 |
|
|
|
320,553 |
|
|
|
50,425 |
|
|
|
167,894 |
|
|
|
102,234 |
|
|
|
376,985 |
|
|
|
206,793 |
|
|
|
163,904 |
|
|
|
6,288 |
|
Real estate – mortgage, residential |
|
|
487,257 |
|
|
|
15,834 |
|
|
|
245,082 |
|
|
|
11,597 |
|
|
|
65,509 |
|
|
|
167,976 |
|
|
|
226,341 |
|
|
|
45,117 |
|
|
|
57,354 |
|
|
|
123,870 |
|
Real estate – mortgage, farmland |
|
|
6,062 |
|
|
|
293 |
|
|
|
1,909 |
|
|
|
144 |
|
|
|
294 |
|
|
|
1,471 |
|
|
|
3,860 |
|
|
|
2,855 |
|
|
|
1,005 |
|
|
|
— |
|
Consumer loans |
|
|
37,368 |
|
|
|
4,604 |
|
|
|
724 |
|
|
|
622 |
|
|
|
102 |
|
|
|
— |
|
|
|
32,040 |
|
|
|
24,703 |
|
|
|
7,269 |
|
|
|
68 |
|
Gross loans |
|
$ |
1,867,284 |
|
|
$ |
231,988 |
|
|
$ |
750,782 |
|
|
$ |
176,986 |
|
|
$ |
283,199 |
|
|
$ |
290,597 |
|
|
$ |
884,514 |
|
|
$ |
418,660 |
|
|
$ |
311,248 |
|
|
$ |
154,606 |
|
Although the PPP loans have established terms of one or five years depending on the program under which they were funded, the Company believes that the majority of PPP loans will be forgiven prior to their full term, in accordance with the terms of the program.
Allowance for Loan Losses. Management believes that the Company’s allowance for loan losses ("ALL") was adequate as of March 31, 2022 and December 31, 2021. There can be no assurance, however, that adjustments to the ALL will not be required in the future. Changes in the economic assumptions underlying management’s estimates and judgments; adverse developments in the economy, on a national basis or in the Company’s market area; the impact of the COVID-19 pandemic; and changes in the circumstances of particular borrowers are criteria that could increase the level of the ALL required, resulting in charges to the provision for loan losses.
39
The following table presents an analysis of the change in the ALL by loan type as of and for the periods stated.
|
|
As of and for the three months ended |
|
|||||
(Dollars in thousands) |
|
March 31, 2022 |
|
|
March 31, 2021 |
|
||
Allowance, beginning of period |
|
$ |
12,121 |
|
|
$ |
13,827 |
|
Charge-offs |
|
|
|
|
|
|
||
Commercial and industrial |
|
|
(2,401 |
) |
|
|
(359 |
) |
Real estate – construction |
|
|
(123 |
) |
|
|
— |
|
Real estate – mortgage |
|
|
(16 |
) |
|
|
(12 |
) |
Consumer |
|
|
(279 |
) |
|
|
(263 |
) |
Total charge-offs |
|
|
(2,819 |
) |
|
|
(634 |
) |
Recoveries |
|
|
|
|
|
|
||
Commercial and industrial |
|
|
74 |
|
|
|
56 |
|
Real estate – construction |
|
|
12 |
|
|
|
— |
|
Real estate – mortgage |
|
|
4 |
|
|
|
16 |
|
Consumer |
|
|
121 |
|
|
|
137 |
|
Total recoveries |
|
|
211 |
|
|
|
209 |
|
Net charge-offs |
|
|
(2,608 |
) |
|
|
(425 |
) |
Provision for loan losses |
|
|
2,500 |
|
|
|
— |
|
Allowance, end of period |
|
$ |
12,013 |
|
|
$ |
13,402 |
|
Ratio of net charge-offs to average loans outstanding during period: |
|
|
|
|
|
|
||
Commercial and industrial |
|
|
0.69 |
% |
|
|
0.13 |
% |
Real estate – construction |
|
|
0.06 |
% |
|
|
0.00 |
% |
Real estate – mortgage |
|
|
0.00 |
% |
|
|
0.00 |
% |
Consumer and other loans |
|
|
0.12 |
% |
|
|
0.31 |
% |
Total loans |
|
|
0.14 |
% |
|
|
0.03 |
% |
The ALL includes specific allowances for impaired loans and a general allowance applicable to all loan categories; however, management has allocated the ALL by loan type to provide an indication of the relative risk characteristics of the loan portfolio. The allocation is an estimate and should not be interpreted as an indication that charge-offs will occur in these amounts, or that the allocation indicates future trends, and does not restrict the usage of the allowance for any specific loan or category. The following table presents the allocation of the ALL by loan category and as a percentage of each category as of the dates stated.
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||||||||||
(Dollars in thousands) |
|
$ |
|
|
% of |
|
|
$ |
|
|
% of |
|
||||
Commercial and industrial |
|
$ |
6,510 |
|
|
|
1.71 |
% |
|
$ |
7,133 |
|
|
|
2.22 |
% |
Real estate – construction, commercial |
|
|
1,282 |
|
|
|
1.03 |
% |
|
|
953 |
|
|
|
0.65 |
% |
Real estate – construction, residential |
|
|
469 |
|
|
|
0.78 |
% |
|
|
395 |
|
|
|
0.67 |
% |
Real estate – mortgage, commercial |
|
|
1,367 |
|
|
|
0.18 |
% |
|
|
1,403 |
|
|
|
0.20 |
% |
Real estate – mortgage, residential |
|
|
1,499 |
|
|
|
0.31 |
% |
|
|
1,301 |
|
|
|
0.26 |
% |
Real estate – mortgage, farmland |
|
|
21 |
|
|
|
0.35 |
% |
|
|
23 |
|
|
|
0.37 |
% |
Consumer |
|
|
865 |
|
|
|
2.31 |
% |
|
|
913 |
|
|
|
1.83 |
% |
|
|
$ |
12,013 |
|
|
|
|
|
$ |
12,121 |
|
|
|
|
The information in the table above excludes PPP loans, which carry no ALL as they are fully guaranteed by the U.S. government.
Nonperforming Assets. Nonperforming assets consist of nonaccrual loans, loans past due 90 days and still accruing interest, and other real estate owned (“OREO”).
OREO includes properties that have been substantively repossessed or acquired in complete or partial satisfaction of a loan. Such properties, which are held for resale, are carried at the lower of cost or fair market value, including a reduction for the estimated selling expenses.
Impaired loans also include certain loans that have been modified as troubled debt restructurings ("TDRs") where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include
40
reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. The Company reported $673 thousand and $688 thousand of TDRs as of March 31, 2022 and December 31, 2021, respectively. All of these TDRs were performing in accordance with their modified terms at the respective dates and therefore excluded from the nonperforming loan and non-performing asset figures in the table below.
The following table presents summary information pertaining to nonperforming assets and certain asset quality ratios as of the dates stated.
(Dollars in thousands) |
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Nonaccrual loans (1) |
|
$ |
12,913 |
|
|
$ |
15,177 |
|
Loans past due 90 days and still accruing (1) |
|
|
1,271 |
|
|
|
917 |
|
Total nonperforming loans |
|
$ |
14,184 |
|
|
$ |
16,094 |
|
OREO |
|
|
73 |
|
|
|
157 |
|
Total nonperforming assets |
|
$ |
14,257 |
|
|
$ |
16,251 |
|
ALL |
|
$ |
12,013 |
|
|
$ |
12,121 |
|
Loans held for investment, including PPP loans |
|
$ |
1,866,197 |
|
|
$ |
1,807,578 |
|
Loans held for investment, excluding PPP loans |
|
$ |
1,843,294 |
|
|
$ |
1,777,172 |
|
Total assets |
|
$ |
2,724,584 |
|
|
$ |
2,665,139 |
|
ALL to total loans held for investment, including PPP loans |
|
|
0.64 |
% |
|
|
0.67 |
% |
ALL to total loans held for investment, excluding PPP loans |
|
|
0.65 |
% |
|
|
0.68 |
% |
ALL to nonperforming loans |
|
|
84.69 |
% |
|
|
75.31 |
% |
Nonperforming loans to total loans held for investment, including PPP loans |
|
|
0.76 |
% |
|
|
0.89 |
% |
Nonperforming loans to total loans held for investment, excluding PPP loans |
|
|
0.77 |
% |
|
|
0.91 |
% |
Nonperforming assets to total assets |
|
|
0.52 |
% |
|
|
0.61 |
% |
|
|
|
|
|
|
|
||
(1) Excludes PCI loans and accruing TDRs |
|
|
|
|
|
|
The decrease in the ratio of ALL to total loans held for investment, excluding PPP loans, at March 31, 2022 compared to December 31, 2021 was primarily attributable to a partial charge-off of a nonaccrual commercial loan related to one relationship, partially offset by reserve needs for loan growth in the first quarter of 2022. The remaining purchase accounting adjustments (discounts) related to loans acquired in the Bay Banks Merger and earlier acquisitions by the Company were $13.5 million and $16.2 million at March 31, 2022 and December 31, 2021, respectively.
Investment Securities. The investment portfolio is used as a source of interest income, credit risk diversification, and liquidity, as well as to manage rate sensitivity and provide collateral for short-term borrowings. Securities in the investment portfolio classified as securities available for sale may be sold in response to changes in market interest rates, changes in the securities’ prepayment risk, increased loan demand, general liquidity needs, and other similar factors, and are carried at estimated fair value. The fair value of the Company’s investment securities available for sale was $375.5 million as of March 31, 2022, a slight increase from $373.5 million at December 31, 2021. Primarily as a result of a significant increase in market interest rates in the first quarter of 2022, the value of the Company’s portfolio of securities available for sale declined approximately $22.6 million. This decline in value was offset by investment purchases, net of investment paydowns, totaling $24.9 million in the first quarter of 2022.
As of March 31, 2022 and December 31, 2021, the majority of the investment securities portfolio consisted of securities rated as investment grade by a leading rating agency. Investment grade securities are judged to have a low risk of default. Investment securities pledged to secure public deposits totaled $0 and $8.7 million at March 31, 2022 and December 31, 2021, respectively. At March 31, 2022 and December 31, 2021, securities with a fair value of $20.0 million and $23.1 million, respectively, were pledged to secure the Bank’s borrowing facility with the FHLB.
The Company reviews for other-than-temporary impairment of its investment securities portfolio at least quarterly. At March 31, 2022 and December 31, 2021, with the exception of one security, all securities in an unrealized loss position were of investment grade. In addition, the amount of unrealized loss for the security was not significant.
41
Investment securities with unrealized losses are generally a result of pricing changes due to changes in the current interest rate environment and not as a result of permanent credit impairment. Contractual cash flows for the agency mortgage-backed securities are guaranteed and/or funded by the U.S. government. Municipal securities show no indication that the contractual cash flows will not be received when due. The Company does not intend to sell nor does it believe that it will be required to sell any of its temporarily impaired securities prior to the recovery of the amortized cost. No other-than-temporary impairment has been recognized for the securities as of March 31, 2022 and December 31, 2021.
Restricted equity investments consisted of stock in the FHLB (carrying basis $1.8 million and $1.7 million at March 31, 2022 and December 31, 2021, respectively), stock in the FRB (carrying basis of $6.1 million at both March 31, 2022 and December 31, 2021, respectively), and stock in the Company’s correspondent bank (carrying basis of $468 thousand at both March 31, 2022 and December 31, 2021). Restricted equity investments are carried at cost. The Company holds various other equity investments, including shares in other financial institutions and fintech companies, totaling $23.9 million and $14.2 million as of March 31, 2022 and December 31, 2021, respectively, which are carried at fair value with any gain or loss reported in the consolidated statements of operations each reporting period.
The Company also holds investments in early-stage focused investment funds, small business investment companies ("SBIC") , and low-income housing partnerships, which are reported in other investments on the consolidated balance sheets.
The following table presents information about the Company’s investment portfolio for the periods stated.
|
|
March 31, 2022 |
|
|||||||||||||||||||||||||||||||||
|
|
Within One Year |
|
|
One to Five Years |
|
|
Five to Ten Years |
|
|
Over Ten Years |
|
|
|
|
|||||||||||||||||||||
(Dollars in thousands) |
|
Amortized |
|
|
Weighted |
|
|
Amortized |
|
|
Weighted |
|
|
Amortized |
|
|
Weighted |
|
|
Amortized |
|
|
Weighted |
|
|
Total Amortized Cost |
|
|||||||||
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State and municipal |
|
$ |
1,410 |
|
|
|
1.48 |
% |
|
$ |
2,977 |
|
|
|
1.83 |
% |
|
$ |
22,783 |
|
|
|
1.77 |
% |
|
$ |
31,792 |
|
|
|
2.11 |
% |
|
$ |
58,962 |
|
U. S. Treasury and agencies |
|
|
5 |
|
|
|
— |
|
|
|
12,500 |
|
|
|
0.92 |
% |
|
|
51,621 |
|
|
|
1.92 |
% |
|
|
11,276 |
|
|
|
1.76 |
% |
|
|
75,402 |
|
Mortgage backed securities |
|
|
7,997 |
|
|
|
0.41 |
% |
|
|
3,192 |
|
|
|
0.52 |
% |
|
|
19,158 |
|
|
|
1.50 |
% |
|
|
194,816 |
|
|
|
1.56 |
% |
|
|
225,163 |
|
Corporate bonds |
|
|
— |
|
|
|
— |
|
|
|
5,497 |
|
|
|
5.09 |
% |
|
|
36,450 |
|
|
|
4.33 |
% |
|
|
1,732 |
|
|
|
4.51 |
% |
|
|
43,679 |
|
Total |
|
$ |
9,410 |
|
|
|
|
|
$ |
24,166 |
|
|
|
|
|
$ |
130,012 |
|
|
|
|
|
$ |
239,616 |
|
|
|
|
|
$ |
403,206 |
|
Deposits. The principal sources of funds for the Company are core deposits (demand deposits, interest-bearing transaction accounts, money market accounts, savings deposits, and certificates of deposit), primarily from its market area. The Company’s deposit base includes transaction accounts, time and savings accounts, and other accounts that customers use for cash management purposes and which provide the Company with a source of fee income and cross-marketing opportunities as well as a low-cost source of funds. Time and savings accounts, including money market deposit accounts, also provide a relatively stable low-cost source of funding.
Total deposits as of March 31, 2022 were $2.35 billion, an increase of $56.3 million from December 31, 2021, of which $60.4 million was attributable to noninterest-bearing demand deposit growth primarily related to the Company's fintech partnerships. The Company's expanding relationships with fintech partners have resulted in approximately $329 million of deposits as of March 31, 2022, up from $189 million as of December 31, 2021.
Approximately 19.4% of the Company’s deposits as of March 31, 2022 were composed of time deposits compared to 21.7% as of December 31, 2021. In contrast, approximately 32.6% of the Company’s deposits as of March 31, 2022 were composed of noninterest-bearing demand deposits compared to 30.7% as of December 31, 2021. The increase in this ratio was primarily attributable to the Company's relationships with fintech partners, as noted previously.
The following table presents maturities of time deposits for certificate of deposits of $250 thousand or greater as of the dates stated.
42
(Dollars in thousands) |
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Maturing in: |
|
|
|
|
|
|
||
3 months or less |
|
$ |
48,609 |
|
|
$ |
30,943 |
|
Over 3 months through 6 months |
|
|
6,544 |
|
|
|
47,818 |
|
Over 6 months through 12 months |
|
|
20,178 |
|
|
|
14,213 |
|
Over 12 months |
|
|
54,737 |
|
|
|
51,868 |
|
|
|
$ |
130,069 |
|
|
$ |
144,842 |
|
Borrowings. The following tables present information on the balances and interest rates on borrowings as of and for the periods stated.
|
|
As of and for the three months ended March 31, 2022 |
|
|||||||||||||
(Dollars in thousands) |
|
Period-End Balance |
|
|
Highest Month-End Balance |
|
|
Average Balance |
|
|
Weighted Average Rate |
|
||||
FHLB borrowings |
|
$ |
10,108 |
|
|
$ |
10,110 |
|
|
$ |
10,110 |
|
|
|
0.56 |
% |
FRB borrowings |
|
|
15,211 |
|
|
|
17,197 |
|
|
|
16,379 |
|
|
|
0.35 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
As of and for the year ended December 31, 2021 |
|
|||||||||||||
(Dollars in thousands) |
|
Period-End Balance |
|
|
Highest Month-End Balance |
|
|
Average Balance |
|
|
Weighted Average Rate |
|
||||
FHLB borrowings |
|
$ |
10,111 |
|
|
$ |
220,000 |
|
|
$ |
147,919 |
|
|
|
0.82 |
% |
FRB borrowings |
|
|
17,901 |
|
|
|
632,540 |
|
|
|
245,196 |
|
|
|
0.32 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB advances are secured by collateral consisting of a blanket lien on qualifying loans in the Company’s residential, multi-family, and commercial real estate mortgage loan portfolios, as well as selected investment securities.
FRB borrowings through the PPPLF are secured by loans the Bank originated under the PPP. The PPPLF advances are at the full PPP loan value and term, have a fixed annual cost of 35 basis points, and receive favorable regulatory capital treatment.
Subordinated notes, net, totaled $40.0 million as of both March 31, 2022 and December 31, 2021.
Liquidity. Liquidity is essential to the Company’s business. The Company’s liquidity could be impaired by unforeseen outflows of cash, including deposits or the inability to access the capital markets. This situation may arise due to circumstances that the Company may be unable to control, such as general market disruption, negative views about the Company or the financial services industry generally, or an operational problem that affects the Company or a third party. The Company’s ability to borrow from other financial institutions on favorable terms or at all could be adversely affected by disruptions in the capital markets or other events.
The Company has established a formal liquidity contingency plan that provides guidelines for liquidity management. Pursuant to the Company’s liquidity management program, it first determines its current liquidity position and then forecasts liquidity based on anticipated changes in the balance sheet. In this forecast, the Company expects to maintain a liquidity cushion. Management then stress tests the Company’s liquidity position under several different stress scenarios, from moderate to severe. Guidelines for the forecasted liquidity cushion and for liquidity cushions for each stress scenario have been established. Management also monitors the Company’s liquidity position through cash flow forecasting and believes its level of liquidity and capital is adequate to conduct the business of the Company.
43
Deposits are the primary source of the Company’s liquidity. Cash flow from amortizing assets or maturing assets provides funding to meet the needs of depositors and borrowers. The Company has unsecured federal fund lines available with correspondent banks for overnight borrowing totaling $44.0 million as of both March 31, 2022 and December 31, 2021. These lines bear interest at the prevailing rates for such loan and are cancellable any time by the correspondent Bank. As of March 31, 2022 and December 31, 2021, none of these lines of credit with correspondent banks were drawn upon.
In addition to deposits and federal funds lines, the Company has access to various wholesale funding markets. These markets include the brokered certificate of deposit market, listing service deposit market, and the federal funds market. The Company is a member of the IntraFi Network (formerly, Promontory Interfinancial Network), which allows banking customers to access Federal Deposit Insurance Corporation (the “FDIC”) insurance protection through the Bank on deposits that exceed FDIC insurance limits. The Company also has one-way authority with the IntraFi Network for both Certificate of Deposit Account Registry Service and Insured Cash Sweep products which provides the Company the ability to access additional wholesale funding as needed.
The Company also maintains secured lines of credit with the FHLB and the FRB under which the Company can borrow up to the allowable amount for the collateral pledged. As of March 31, 2022, the Company had a credit line available of $315.1 million with the FHLB with outstanding advances totaling $10.0 million and letters of credit totaling $85.0 million, leaving the remaining credit availability of $220.1 million as of the same date. The letters of credit are for the benefits of the Commonwealth of Virginia to secure public deposits.
The Company utilized the FRB PPPLF to partially fund PPP loans, which collateralize the advances. As of March 31, 2022 and December 31, 2021, FRB borrowings under this facility totaled $15.2 million and $17.9 million, respectively.
Capital. Capital adequacy is an important measure of financial stability and performance. The Company’s objectives are to maintain a level of capitalization that is sufficient to sustain asset growth and promote depositor and investor confidence.
Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. A financial institution's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Pursuant to the Basel Committee on Banking Supervision's capital guidelines for U.S. banks (the “Basel III rules”), the Bank must hold a capital conservation buffer of 2.50% above the adequately capitalized risk-based capital ratios for all ratios, except the tier 1 leverage ratio. If a banking organization dips into its capital conservation buffer, it is subject to limitations on certain activities, including payment of dividends, share repurchases, and discretionary compensation to certain officers. Management believes as of March 31, 2022, the Bank met all capital adequacy requirement to which it is subject.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized; although, these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At March 31, 2022, the most recent regulatory notification categorized the Bank as well capitalized under the regulatory framework. There are no conditions or events since that notification that management believes have changed the institution's categorization. Federal and state banking regulations place certain restrictions on dividends paid by the Company. The total amount of dividends which may be paid at any date is generally limited to retained earnings of the Company.
44
The following tables present the capital and capital ratios to which the Bank is subject and the amounts and ratios to be adequately and well capitalized for the dates stated. Adequately capitalized ratios include the conversation buffer, if applicable.
|
|
Actual |
|
|
For Capital |
|
|
To Be Well Capitalized |
|
|||||||||||||||
(Dollars in thousands) |
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
||||||
As of March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total risk based capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
288,450 |
|
|
|
13.29 |
% |
|
$ |
227,866 |
|
|
|
10.50 |
% |
|
$ |
217,015 |
|
|
|
10.00 |
% |
Tier 1 capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
275,405 |
|
|
|
12.69 |
% |
|
$ |
184,463 |
|
|
|
8.50 |
% |
|
$ |
173,612 |
|
|
|
8.00 |
% |
Common equity tier 1 capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
275,405 |
|
|
|
12.69 |
% |
|
$ |
151,910 |
|
|
|
7.00 |
% |
|
$ |
141,060 |
|
|
|
6.50 |
% |
Tier 1 leverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
275,405 |
|
|
|
10.64 |
% |
|
$ |
103,530 |
|
|
|
4.00 |
% |
|
$ |
129,412 |
|
|
|
5.00 |
% |
|
|
Actual |
|
|
For Capital |
|
|
To Be Well Capitalized |
|
|||||||||||||||
(Dollars in thousands) |
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
||||||
As of December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total risk based capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
273,978 |
|
|
|
13.11 |
% |
|
$ |
219,393 |
|
|
|
10.50 |
% |
|
$ |
208,946 |
|
|
|
10.00 |
% |
Tier 1 capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
260,896 |
|
|
|
12.49 |
% |
|
$ |
177,604 |
|
|
|
8.50 |
% |
|
$ |
167,157 |
|
|
|
8.00 |
% |
Common equity tier 1 capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
260,896 |
|
|
|
12.49 |
% |
|
$ |
146,262 |
|
|
|
7.00 |
% |
|
$ |
135,815 |
|
|
|
6.50 |
% |
Tier 1 leverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(To average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blue Ridge Bank, N.A. |
|
$ |
260,896 |
|
|
|
10.05 |
% |
|
$ |
103,883 |
|
|
|
4.00 |
% |
|
$ |
129,853 |
|
|
|
5.00 |
% |
Off-Balance Sheet Activities
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include real estate and income producing commercial properties. The approved commitments to extend credit that was available but unused as of March 31, 2022 and December 31, 2021 totaled $496.2 million and $475.1 million, respectively.
Conditional commitments are issued by the Company in the form of performance stand-by letters of credit, which guarantee the performance of a customer to a third party. As of March 31, 2022 and December 31, 2021, commitments under outstanding performance stand-by letters of credit totaled $77 thousand and $655 thousand, respectively. Additionally, the Company issues financial stand-by letters of credit, which guarantee payment to the underlying beneficiary (i.e., third party) if the customer fails to meet its designated financial obligation. As of March 31, 2022 and December 31, 2021, commitments under outstanding financial stand-by letters of credit totaled $4.7 million and $4.5
45
million, respectively. The credit risk of issuing stand-by letters of credit can be greater than the risk involved in extending loans to customers.
Reserves for unfunded commitments as of March 31, 2022 and December 31, 2021 were $1.0 million and $962 thousand, respectively, and are included in other liabilities on the consolidated balances sheets.
The Company invests in various partnerships and limited liability companies, many of which invest in early-stage companies. Pursuant to these investments, the Company commits to an investment amount that may be fulfilled in future periods, pursuant to capital calls. At March 31, 2022, the Company had future commitments outstanding totaling $7.7 million related to these investments.
The Company also has investments in various SBIC funds. The Company's obligations to these funds are satisfied in the form of capital calls that occur during the commitment period. As of March 31, 2022, the Company's remaining capital commitments associated with its investments in SBIC funds was $9.0 million.
Interest Rate Risk Management
As a financial institution, the Company is exposed to various business risks, including interest rate risk. Interest rate risk is the risk to earnings and value arising from volatility in market interest rates. Interest rate risk arises from timing differences in the repricing and maturities of interest-earning assets and interest-bearing liabilities, changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers' ability to prepay loans and depositors' ability to redeem certificates of deposit before maturity, changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion, and changes in spread relationships between different yield curves, such as U.S. Treasuries and other market-based index rates. The Company’s goal is to maximize net interest income without incurring excessive interest rate risk. Management of net interest income and interest rate risk must be consistent with the level of capital and liquidity that the Bank maintains. The Company manages interest rate risk through an asset and liability committee comprised of members of its board of directors and management (the “ALCO”). The ALCO is responsible for monitoring the Company’s interest rate risk in conjunction with liquidity and capital management.
The Company employs an independent consulting firm to model its interest rate sensitivity that uses a net interest income simulation model as its primary tool to measure interest rate sensitivity. Assumptions for modeling are developed based on expected activity in the balance sheet. For maturing assets, assumptions are created for the redeployment of these assets. For maturing liabilities, assumptions are developed for the replacement of these funding sources. Assumptions are also developed for assets and liabilities that could reprice during the modeled time period. These assumptions also cover how management expects rates to change on non-maturity deposits such as interest checking, money market checking, savings accounts, as well as certificates of deposit. Based on inputs that include the current balance sheet, the current level of interest rates, and the developed assumptions, the model produces an expected level of net interest income assuming that market rates remain unchanged. This is considered the base case. The model then simulates the impact on net interest income based on specific changes in interest rates. The rate simulations are performed for a two-year period and include rapid rate changes of down 100 basis points to 200 basis points and up 100 basis points to 400 basis points. The results of these simulations are then compared to the base case.
|
|
March 31, 2022 |
|
|||||||||||||
|
|
Instantaneous Parallel Rate Shock Scenario |
|
|||||||||||||
|
|
Change in Net Interest Income - Year 1 |
|
|
Change in Net Interest Income - Year 2 |
|
||||||||||
Change in interest rates: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
+400 basis points |
|
$ |
9,159 |
|
|
|
10.3 |
% |
|
$ |
16,859 |
|
|
|
18.9 |
% |
+300 basis points |
|
|
8,062 |
|
|
|
9.1 |
% |
|
|
13,833 |
|
|
|
15.5 |
% |
+200 basis points |
|
|
6,188 |
|
|
|
7.0 |
% |
|
|
10,121 |
|
|
|
11.3 |
% |
+100 basis points |
|
|
3,473 |
|
|
|
3.9 |
% |
|
|
5,549 |
|
|
|
6.2 |
% |
Base case |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
-100 basis points |
|
|
(2,603 |
) |
|
|
(2.9 |
%) |
|
|
(4,493 |
) |
|
|
(5.0 |
%) |
-200 basis points |
|
|
(3,930 |
) |
|
|
(4.4 |
%) |
|
|
(6,592 |
) |
|
|
(7.4 |
%) |
46
Stress testing the balance sheet and net interest income using instantaneous parallel shock movements in the yield curve of 100 to 400 basis points is a regulatory and banking industry practice. However, these stress tests may not represent a realistic forecast of future interest rate movements in the yield curve. In addition, instantaneous parallel interest rate shock modeling is not a predictor of actual future performance of earnings. It is a financial metric used to manage interest rate risk and track the movement of the Company’s interest rate risk position over a historical time frame for comparison purposes.
The asset and liability repricing characteristics of the Company’s assets and liabilities will have a significant impact on its future interest rate risk profile.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
This information is incorporated herein by reference to the information in section "Interest Rate Risk Management" within Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-Q.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to provide assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods required by the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2022 was carried out under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers concluded that the Company’s disclosure controls and procedures were effective.
The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
47
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There have been no material developments in the status of the legal proceedings previously disclosed in Part I, Item 3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
In the ordinary course of its operations, the Company is a party to various legal proceedings. As of the date of this report, there are no pending or threatened proceedings against the Company, other than previously disclosed as stated in the preceding paragraph or as set forth below, that, if determined adversely, would have a material effect on the business, results of operations or financial position of the Company.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in the 2021 Form 10-K. Additional risks not presently known to us, or that we currently deem immaterial, may also adversely affect our business, financial condition, or results of operations. See also “Cautionary Note About Forward-Looking Statements,” included in Part 1, Item 2, of this Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
None
Item 6. Exhibits
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32.1 |
|
Statement of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350. |
|
|
|
101 |
|
The following materials from Blue Ridge Bankshares, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, formatted in Inline Extensible Business Reporting Language (XBRL), include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) related notes (filed herewith). |
|
|
|
104 |
|
The cover page from Blue Ridge Bankshares, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, formatted in Inline XBRL (included with Exhibit 101). |
48
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
BLUE RIDGE BANKSHARES, INC. |
||
|
|
|
|
|||
Date: May 5, 2022 |
|
|
|
By: |
|
/s/ Brian K. Plum |
|
|
|
|
|
|
Brian K. Plum |
|
|
|
|
|
|
President and Chief Executive Officer |
|
|
|
|
|||
|
|
|
|
By: |
|
/s/ Judy C. Gavant |
|
|
|
|
|
|
Judy C. Gavant |
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer |
49