10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2021

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: 001-39165

BLUE RIDGE BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	BRBS	NYSE American

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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

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

As of August 1, 2021, the registrant had 18,777,557 shares of common stock, no par value per share, outstanding.

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020	4
	Consolidated Statements of Income for the three months and six months ended June 30, 2021 and 2020 (unaudited)	5
	Consolidated Statements of Comprehensive Income for the three months and six months ended June 30, 2021 and 2020 (unaudited)	7
	Consolidated Statements of Changes in Stockholders’ Equity for the three months and six months ended June 30, 2021 and 2020 (unaudited)	8
	Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited)	10
	Notes to Consolidated Financial Statements (unaudited)	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	66
Item 4.	Controls and Procedures	66
PART II	OTHER INFORMATION	67
Item 1.	Legal Proceedings	67
Item 1A.	Risk Factors	67
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69
Item 3.	Defaults Upon Senior Securities	69
Item 4.	Mine Safety Disclosures	70
Item 5.	Other Information	70
Item 6.	Exhibits	70
Signatures		71

2

PART I.    FINANCIAL INFORMATION

Item 1. Financial Statements

3

Blue Ridge Bankshares, Inc.

Consolidated Balance Sheets

	(unaudited)
(Dollars in thousands except share data)	June 30, 2021			December 31, 2020 (2)
ASSETS
Cash and due from banks	$	296,425		$	117,945
Federal funds sold		2,273			775
Securities available for sale, at fair value		261,309			109,475
Restricted equity and other investments		13,228			11,173
Loans held for sale		146,985			148,209
Paycheck Protection Program loans, net of deferred fees and costs		130,193			288,533
Loans held for investment, net of deferred fees and costs		1,729,677			732,883
Less allowance for loan losses		(13,007	)		(13,827	)
Loans held for investment, net		1,716,670			719,056
Accrued interest receivable		11,072			5,428
Other real estate owned		438			—
Premises and equipment, net		29,551			14,831
Right-of-use asset		6,348			5,328
Bank owned life insurance		46,001			15,724
Goodwill		27,098			19,892
Other intangible assets		8,931			2,922
Mortgage derivative asset		3,143			5,293
Mortgage servicing rights, net		13,149			7,084
Mortgage brokerage receivable		5,264			8,516
Interest rate swap asset		5,072			1,716
Other assets		41,580			16,358
Total assets	$	2,764,730		$	1,498,258
LIABILITIES & STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing demand	$	660,937		$	333,051
Interest-bearing demand and money market deposits		812,756			282,263
Savings		143,908			78,352
Time deposits		572,970			251,443
Total deposits		2,190,571			945,109
FHLB borrowings		125,118			115,000
FRB borrowings		97,384			281,650
Subordinated notes, net		46,149			24,506
Lease liability		7,795			5,506
Interest rate swap liability		1,445			2,735
Other liabilities		29,442			15,552
Total liabilities		2,497,904			1,390,058
Commitments and contingencies (Note 14)
Stockholders’ Equity:
Common stock, no par value; 25,000,000 shares authorized; 18,631,073 and    8,577,932 shares issued and outstanding at June 30, 2021 and December 31,    2020, respectively (1)		193,259			66,771
Additional paid-in capital		252			252
Retained earnings		70,885			40,688
Accumulated other comprehensive income, net of tax		2,200			264
		266,596			107,975
Noncontrolling interest		230			225
Total stockholders’ equity		266,826			108,200
Total liabilities and stockholders’ equity	$	2,764,730		$	1,498,258

(1) Common stock as of the periods presented is reflective of the Company’s 3-for-2 stock split effective April 30, 2021.

(2) Derived from audited December 31, 2020 Consolidated Financial Statements.

See accompanying notes to unaudited consolidated financial statements.

4

Blue Ridge Bankshares, Inc.

Consolidated Statements of Income

(unaudited)

	For the three months ended				For the six months ended
(Dollars in thousands, except per share data)	June 30, 2021		June 30, 2020		June 30, 2021			June 30, 2020
INTEREST INCOME
Interest and fees on loans	$	32,591	$	12,443	$	53,954		$	21,987
Interest on taxable securities		1,133		683		2,263			1,513
Interest on nontaxable securities		64		40		116			89
Interest on deposit accounts and federal funds sold		24		1		55			1
Total interest income		33,812		13,167		56,388			23,590
INTEREST EXPENSE
Interest on deposits		1,682		1,650		3,222			3,375
Interest on subordinated notes		868		266		1,498			443
Interest on FHLB and FRB borrowings		800		606		1,189			1,104
Total interest expense		3,350		2,522		5,909			4,922
Net interest income		30,462		10,645		50,479			18,668
Provision for loan losses		—		3,500		—			4,075
Net interest income after provision for loan losses		30,462		7,145		50,479			14,593
NONINTEREST INCOME
Gain on sale of Paycheck Protection Program loans		24,315		—		24,315			—
Residential mortgage banking income, net		7,254		13,708		16,555			17,569
Mortgage servicing rights		1,707		1,596		5,078			1,596
Gain on sale of guaranteed government loans		143		243		1,217			263
Wealth and trust management		833		—		1,435			—
Service charges on deposit accounts		370		183		697			454
Increase in cash surrender value of bank owned life insurance		237		92		401			185
Payroll processing		213		212		483			515
Bank and purchase card, net		299		139		599			271
Other		1,054		180		1,454			341
Total noninterest income		36,425		16,353		52,234			21,194
NONINTEREST EXPENSE
Salaries and employee benefits		17,642		10,846		31,651			18,006
Occupancy and equipment		1,868		875		3,225			1,732
Data processing		1,534		611		2,379			994
Legal, issuer, and regulatory filing		489		296		1,065			490
Advertising and marketing		247		129		537			353
Communications		673		187		1,041			322
Audit and accounting fees		291		136		480			179
FDIC insurance		9		230		352			381
Intangible amortization		506		233		906			376
Other contractual services		666		179		1,519			354
Other taxes and assessments		1,078		245		1,426			469
Merger-related		1,237		177		10,256			446
Other		4,308		1,492		6,223			2,714
Total noninterest expenses		30,548		15,636		61,060			26,816
Income before income tax		36,339		7,862		41,653			8,971
Income tax expense		7,697		1,644		8,774			1,912
Net income	$	28,642	$	6,218	$	32,879		$	7,059
Net loss (income) attributable to noncontrolling interest		4		4		(5	)		(5	)
Net income attributable to Blue Ridge Bankshares, Inc.	$	28,646	$	6,222	$	32,874		$	7,054
Net income available to common stockholders	$	28,646	$	6,222	$	32,874		$	7,054
Basic earnings per common share (EPS) (1)	$	1.54	$	0.73	$	1.95		$	0.83
Diluted earnings per common share (EPS) (1)	$	1.54	$	0.73	$	1.94		$	0.83

5

(1) EPS has been adjusted for all periods presented to reflect the Company’s 3-for-2 stock split effective April 30, 2021.

See accompanying notes to unaudited consolidated financial statements.

6

Blue Ridge Bankshares, Inc.

Consolidated Statements of Comprehensive Income

(unaudited)

	For the three months ended						For the six months ended
(Dollars in thousands)	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Net income	$	28,642		$	6,218		$	32,879		$	7,059
Other comprehensive income:
Gross unrealized gains (losses) on securities available for sale arising during the period		946			(59	)		(2,196	)		(671	)
Deferred income tax (expense) benefit		(199	)		12			461			141
Unrealized gains (losses) on securities available for sale arising during the period, net of tax		747			(47	)		(1,735	)		(530	)
Gross unrealized (losses) gains on interest rate swaps		(3,269	)		(694	)		4,646			(3,858	)
Deferred income tax benefit (expense)		687			146			(975	)		810
Unrealized (losses) gains on interest rate swaps, net of tax		(2,582	)		(548	)		3,671			(3,048	)
Other comprehensive (loss) income, net of tax		(1,835	)		(595	)		1,936			(3,578	)
Comprehensive net income	$	26,807		$	5,623		$	34,815		$	3,481
Comprehensive loss (income) attributable to noncontrolling interest		4			4			(5	)		(5	)
Comprehensive income attributable to Blue Ridge Bankshares, Inc.	$	26,811		$	5,627		$	34,810		$	3,476

See accompanying notes to unaudited consolidated financial statements.

7

Blue Ridge Bankshares, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

	For the six months ended June 30, 2021
										Accumulated
	Shares of				Additional					Other
	Common		Common		Paid-in		Retained			Comprehensive		Noncontrolling
(Dollars in thousands)	Stock (1)		Stock		Capital		Earnings			Income, net		Interest		Total
Balance at beginning of period		8,577,932	$	66,771	$	252	$	40,688		$	264	$	225	$	108,200
Net income		—		—		—		32,874			—		5		32,879
Other comprehensive income		—		—		—		—			1,936		—		1,936
Dividends on common stock		—		—		—		(2,677	)		—		—		(2,677	)
Issuance of common stock and other consideration paid in business combination		9,951,743		125,403		—		—			—		—		125,403
Stock option exercises		82,897		748		—		—			—		—		748
Restricted stock awards, net of forfeitures		18,501		337		—		—			—		—		337
Balance at end of period		18,631,073	$	193,259	$	252	$	70,885		$	2,200	$	230	$	266,826

	For the six months ended June 30, 2020
											Accumulated
											Other
	Shares of					Additional					Comprehensive
	Common			Common		Paid-in		Retained			Income (Loss),			Noncontrolling
(Dollars in thousands)	Stock (1)			Stock		Capital		Earnings			net			Interest		Total
Balance at beginning of period		8,487,878		$	66,204	$	252	$	25,428		$	229		$	224	$	92,337
Net income		—			—		—		7,054			—			5		7,059
Other comprehensive loss		—			—		—		—			(3,578	)		—		(3,578	)
Dividends on common stock		—			—		—		(807	)		—			—		(807	)
Restricted stock awards, net of forfeitures		(7,446	)		149		—		—			—			—		149
Balance at end of period		8,480,432		$	66,353	$	252	$	31,675		$	(3,349	)	$	229	$	95,160

8

	For the three months ended June 30, 2021
										Accumulated
										Other
	Shares of					Additional				Comprehensive
	Common			Common		Paid-in		Retained		Income (Loss),			Noncontrolling
(Dollars in thousands)	Stock (1)			Stock		Capital		Earnings		net			Interest			Total
Balance at beginning of period		18,621,531		$	192,974	$	252	$	42,239	$	4,035		$	234		$	239,734
Net income (loss)		—			—		—		28,646		—			(4	)		28,642
Other comprehensive loss		—			—		—		—		(1,835	)		—			(1,835	)
Stock option exercises		15,866			115		—		—		—			—			115
Restricted stock awards, net of forfeitures		(6,324	)		170		—		—		—						170
Balance at end of period		18,631,073		$	193,259	$	252	$	70,885	$	2,200		$	230		$	266,826

	For the three months ended June 30, 2020
											Accumulated
											Other
	Shares of					Additional					Comprehensive
	Common			Common		Paid-in		Retained			Income (Loss),			Noncontrolling
(Dollars in thousands)	Stock (1)			Stock		Capital		Earnings			net			Interest			Total
Balance at beginning of period		8,491,478		$	66,283	$	252	$	26,260		$	(2,754	)	$	233		$	90,274
Net income (loss)		—			—		—		6,222			—			(4	)		6,218
Other comprehensive loss		—			—		—		—			(595	)		—			(595	)
Dividends on common stock		—			—		—		(807	)		—			—			(807	)
Restricted stock awards, net of forfeitures		(11,046	)		70		—		—			—			—			70
Balance at end of period		8,480,432		$	66,353	$	252	$	31,675		$	(3,349	)	$	229		$	95,160

(1) Common stock outstanding as of and for the periods presented is reflective of the Company’s 3-for-2 stock split effective April 30, 2021.

See accompanying notes to unaudited consolidated financial statements.

9

Blue Ridge Bankshares, Inc.

Consolidated Statements of Cash Flows

(unaudited)

	For the six months ended
(Dollars in thousands)	June 30, 2021			June 30, 2020
Cash Flows From Operating Activities
Net income	$	32,879		$	7,059
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		1,058			443
Deferred income taxes		(514	)		951
Provision for loan losses		—			4,075
Accretion of fair value adjustments (discounts) on acquired loans		(1,253	)		(721	)
Amortization of fair value adjustments (premiums) on assumed time deposits		(1,655	)		(3	)
Amortization of fair value adjustments (premiums) on assumed subordinated notes		(90	)		—
Fair value adjustments on other real estate owned		38			—
Proceeds from sale of loans held for sale		679,905			315,200
Loans held for sale, originated		(661,703	)		(392,926	)
Gain on sale of loans held for sale, originated		(13,164	)		(12,539	)
Gain on sale of Paycheck Protection Program loans		(24,315	)		—
Loss on disposal of premises and equipment		220			4
Investment amortization expense, net		689			559
Amortization of subordinated debt issuance costs		183			20
Intangible amortization		906			376
Increase in cash surrender value of bank owned life insurance		(401	)		(185	)
Increase in other assets		(10,904	)		(16,862	)
Increase in other liabilities		5,530			10,057
Net cash provided by (used in) operating activities		7,409			(84,492	)
Cash Flows From Investing Activities
Net decrease in federal funds sold		234			28
Purchases of securities available for sale		(107,127	)		(8,434	)
Proceeds from calls, sales, paydowns and maturities of securities available for sale		28,822			22,276
Proceeds from calls, sales, paydowns and maturities of securities held to maturity		—			1,210
Proceeds from sale of other real estate owned		101			—
Proceeds from sale of Paycheck Protection Program loans		705,930			—
Net change in restricted equity securities		2,560			(1,389	)
Net increase in Paycheck Protection Program loans		(482,617	)		(350,091	)
Net increase in loans held for investment		(6,586	)		(6,867	)
Purchase of premises and equipment		(791	)		(2,212	)
Proceeds from sale of premises and equipment		325			6
Purchase of bank owned life insurance		(9,600	)		—
Capital calls of other investments		(1,149	)		(211	)
Net cash acquired in acquisition of Bay Banks of Virginia, Inc.		44,066			—
Distributions from other investments		234			2
Net cash provided by (used in) investing activities		174,402			(345,682	)
Cash Flows From Financing Activities:
Net increase in demand, savings and other interest-bearing deposits		271,505			230,357
Net (decrease) increase in time deposits		(55,276	)		13,469
Common stock dividends paid		(2,677	)		(807	)
Federal Home Loan Bank advances		606,000			311,900
Federal Home Loan Bank repayments		(606,000	)		(312,700	)
Federal Reserve Bank advances		434,336			354,412
Federal Reserve Bank repayments		(643,417	)		—
Stock option exercises		748			—
Payment of subordinated notes issuance costs		—			(347	)
Issuance of subordinated notes		—			15,000

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Redemption of subordinated notes		(8,550	)		—
Net cash (used in) provided by financing activities		(3,331	)		611,284
Net increase in cash and due from banks		178,480			181,110
Cash and due from banks at beginning of period		117,945			60,026
Cash and due from banks at end of period	$	296,425		$	241,136
Supplemental Schedule of Cash Flow Information
Cash paid for:
Interest	$	5,664		$	5,056
Income taxes	$	5,600		$	—
Non-cash investing and financing activities:
Unrealized loss on available-for-sale securities	$	(2,196	)	$	(671	)
Transfer of held to maturity securities to available for sale	$	—		$	10,980
Issuance of restricted stock awards, net of forfeitures	$	337		$	149
Assets acquired in business combination	$	1,224,583		$	—
Liabilities assumed in business combination	$	1,107,036		$	—
Effective settlement of subordinated notes in business combination	$	650		$	—
Change in goodwill	$	7,206		$	23

See accompanying notes to unaudited consolidated financial statements.

11

Notes to Consolidated Financial Statements (Unaudited)

Note 1 – Organization and Basis of Presentation

 Blue Ridge Bankshares, Inc. (the "Company"), a Virginia corporation, was formed in 1988 and is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. The Company is headquartered in Charlottesville, Virginia and conducts its business activities primarily through the branch offices of 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 Bank operates under a national charter and is subject to regulation by the Office of the Comptroller of the Currency (the “OCC”). Consequently, it undergoes periodic examinations by this regulatory authority.

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”).

The Financial Group provides management services for personal and corporate trusts, including estate planning, estate settlement and trust administration, and investment and wealth management services from its Richmond and Kilmarnock, Virginia offices. Products and services include revocable and irrevocable living trusts, testamentary trusts, custodial accounts, investment planning, brokerage services, insurance investment managed accounts, and managed and self-directed individual retirement accounts.

The accompanying unaudited consolidated financial statements of the Company include the accounts of the Bank, the Financial Group, PVB Properties, LLC, and MoneyWise Payroll Solutions, Inc. (net of noncontrolling interest) and were prepared in accordance with accounting principles generally accepted in the United States of America (“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, 2020.

Information contained herein as of June 30, 2021 includes the balances of Bay Banks; information contained herein as of and for the year ended December 31, 2020 does not include the balances of Bay Banks. Information for the six months ended June 30, 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 June 30, 2021.

In March 2021, the Company’s board of directors approved a three-for-two stock split (“Stock Split”) effected in the form of a 50% stock dividend on the Company’s common stock outstanding paid on April 30, 2021 to shareholders of record as of April 20, 2021. Cash was paid in lieu of fractional shares based on the closing price of 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 adjusted to reflect the Stock Split for all periods presented, unless otherwise noted.

Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current year presentations, including the following circumstance. The reclassifications had no effect on net income, net income per share, or shareholders’ equity as previously reported.

Correction of Immaterial Classification Error

During the first quarter of 2021, the Company determined a loan arrangement with a third-party financial institution for the purpose of residential mortgage loan originations, which had been reported on its consolidated balance sheets in loans held for sale, should have been reported as loans held for investment.  

The Company has changed the classification of this loan on its December 31, 2020 consolidated balance sheet to reflect it as held for investment. The change in classification resulted in a $30.4 million decrease from what was

12

previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 in loans held for sale with a corresponding increase of the same amount in loans held for investment as of December 31, 2020.

The change in classification did not affect the Company’s reported earnings for 2020, the Company does not believe any material allowance for loan losses (“ALL”) would have been necessary for this loan as of December 31, 2020, and the Company believes its ALL was adequate as of December 31, 2020. This reclassification did not change total loans or total assets on the Company’s consolidated balance sheets. The Company evaluated the effect of the incorrect presentation, both qualitatively and quantitatively, and concluded that its previously issued financial statements were not materially misstated due to this change in classification.

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 accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. As a “smaller reporting company” under Securities and Exchange Commission (“SEC”) rules, the Company will be required to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company has formed a cross-functional working group to assess and implement the requirements of ASU 2016-13 by the adoption date. 

In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. This ASU addresses issues raised by stakeholders during the implementation of ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Among other narrow-scope improvements, the new ASU clarifies guidance around how to report expected recoveries. “Expected recoveries” describes a situation in which an organization recognizes a full or partial write-off of the amortized cost basis of a financial asset, but then later determines that the amount written off, or a portion of that amount, will in fact be recovered. While applying the credit losses standard, stakeholders questioned whether expected recoveries were permitted on assets that had already shown credit deterioration at the time of purchase (also known as purchased credit-deteriorated (“PCD”) assets). In response to this question, the ASU permits organizations to record expected recoveries on PCD assets. In addition to other narrow technical improvements, the ASU also reinforces existing guidance that prohibits organizations from recording negative allowances for available-for-sale debt securities. The ASU includes effective dates and transition requirements that vary depending on whether or not an entity has already adopted ASU 2016-13. The Company is currently assessing the impact that ASU 2019-11 will have on its consolidated financial statements.  

Note 3 – Business Combinations

On January 31, 2021, the Company completed the Bay Banks Merger, which was accounted for as a business combination. At the effective date of the merger, Bay Banks’ shareholders received 0.5000 shares of the Company’s common stock in exchange for each share of Bay Banks common stock held (“Exchange Ratio”), plus cash in lieu of any fractional shares, resulting in the Company issuing 6,634,495 shares (9,951,743 shares on a post Stock Split basis) with an aggregate fair market value of $124.9 million based on the closing price of the Company’s common stock at January 29, 2021, the last trading day prior to the effective date of the merger, and paying $3.4 thousand in lieu of fractional shares. In addition, options to purchase 198,362 shares of Bay Banks common stock, whether vested or unvested, were converted to options to acquire 99,176 shares of the Company’s common stock (148,764 shares on a post Stock Split basis) at an estimated fair value of $472 thousand as of the merger date. Finally, Bay Banks had previously acquired $1.75 million of the Company’s subordinated notes, while the Bank had previously acquired $1.10 million of Bay Banks’ subordinated notes. In the merger, an effective settlement of the notes occurred in the amount of $650 thousand, which reduced the consideration paid.

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The Bay Banks Merger combined two banks with complementary capabilities and geographical focus, thus provided the opportunity for the organization to leverage its existing infrastructure, including people, processes and systems, across a larger asset base.  

The Company has accounted for the Bay Banks Merger under the acquisition method of accounting, whereby the acquired assets and assumed liabilities are recorded by the Company at their estimated fair values as of the effective date of the merger. Fair value estimates were based on management’s assessment of the best information available at the time of determination and are highly subjective.

The following table presents the consideration paid in the merger and the summary balance sheet of Bay Banks as of the date of the merger inclusive of estimated fair value adjustments and the allocation of consideration paid in the merger to the acquired assets and assumed liabilities. Goodwill resulting from the Bay Banks Merger was $7.2 million.

(Dollars in thousands, except per share data)
Consideration paid:				Reference:
Company's common shares issued		9,951,743		A
Purchase price per share	$	12.55		A, B
Value of common stock issued	$	124,928
Estimated fair value of stock options		472
Cash in lieu of fractional shares		3
Total consideration paid	$	125,403
Effective settlement of subordinated notes		(650	)
Total consideration paid less effective settlement of subordinated notes	$	124,753
Fair value of assets acquired:
Cash and due from banks	$	44,066
Federal funds sold		1,732
Certificates of deposit		1,018
Securities available for sale		79,505
Restricted securities		4,385
Loans held for investment		1,030,433		C
Loans held for sale		3,814
Premises and equipment		15,532		D
Right-of-use asset		1,864
Other real estate owned		598
Bank owned life insurance		20,259
Mortgage servicing rights		987
Core deposit intangible		6,850		E
Deferred tax asset, net		2,685		F
Other assets		10,855		G
Total assets	$	1,224,583
Fair value of liabilities assumed:
Deposits	$	1,030,888		H
FHLB borrowings		10,124		I
FRB borrowings		24,815
Subordinated notes		31,850		J
Other liabilities		9,359
Total liabilities	$	1,107,036
Net identifiable assets acquired at fair value	$	117,547
Goodwill	$	7,206

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Reference:	Explanation of reference:
A	Common shares issued and purchase price per share are presented on a post Stock Split basis.
B	The value of the shares of the Company's common stock exchanged for shares of Bay Banks’ common stock was based upon the closing price of the Company's common stock at January 29, 2021, the last trading day prior to the date of completion of the merger.
C	Reflective of a $17.9 million (or 1.70%) fair value adjustment (discount) to the amortized cost of the loan portfolio acquired.
D	Reflective of a $4.4 million fair value adjustment (premium) over the net book value of premises and equipment acquired.
E	Core deposit intangible asset recorded to reflect the fair value of nonmaturity deposits, except for time deposits over $100,000, assumed.
F	Reflective of a $2.1 million net deferred tax asset recorded on all fair value adjustments, excluding goodwill, at the statutory federal income tax rate of 21%.
G	Reflective of a $203 thousand fair vale adjustment (premium) on other assets acquired.
H	Reflective of a $5.8 million fair value adjustment (premium) over the book value of time deposits assumed.
I	Reflective of a $124 thousand fair value adjustment (premium) on the $10 million Federal Home Loan Bank of Atlanta ("FHLB") advance assumed.
J	Reflective of a $950 thousand fair value adjustment (premium) over the book value of subordinated notes assumed.

Below are the methods used to determine the fair values of the significant assets acquired and liabilities assumed in the acquisition.

Cash and cash equivalents. The carrying amounts of cash, due from banks, federal funds sold, and certificates of deposit was deemed to be a reasonable estimate of fair value.

Securities available for sale. The estimated fair value of investment securities acquired was based on quoted market and third-party broker provided prices as of the merger date.

Restricted securities. The carrying amount of restricted equity securities was used as a reasonable estimate of fair value. These investments are carried at cost as no active trading market exists.

Loans. The acquired loan portfolio was segregated into two categories for valuation purposes: purchased credit-impaired (“PCI”) and purchased performing loans. PCI loans were identified as those loans that were nonaccrual prior to the business combination and those loans that were identified as potentially impaired. Potentially impaired loans were those loans that were identified during the credit review process where there was an indication that the borrower did not have sufficient cash flows to service the loan in accordance with its terms. Specifically, loans with a risk rating of special mention or worse, loans that had been previously restructured as a troubled debt restructuring (“TDR”), or loans that had a history of delinquent payments were deemed PCI. Performing loans were those loans that were currently performing in accordance with the loan contract and did not exhibit any significant deterioration in credit quality since origination.

For loans that were identified as performing, the fair values were determined using a discounted cash flow analysis (the "income approach"). Performing loans were segmented into pools based on loan type including commercial mortgages, multifamily, commercial and industrial, construction and land development, consumer residential, and consumer nonresidential, and further segmented based on payment structure (fully amortizing, non-fully amortizing balloon, or interest only), rate type (fixed versus variable), and remaining maturity. The estimated cash flows expected to be collected for each loan were determined using a valuation model that included the following key assumptions: prepayment speeds, expected credit loss rates, and discount rates. Prepayment speeds were influenced by many factors including, but not limited to, current yields, historic rate trends, payment types, interest rate type, and the duration of the individual loan. Expected credit loss rates were based on recent and historical default and loss rates observed for loans with similar characteristics, and further influenced by a third-party loan review on a selection of loans within the acquired portfolio. The discount rates used were based on rates market participants may require for cash flows with similar risk characteristics at the acquisition date.

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For loans that were identified as PCI, either the above income approach or the asset approach was used. The income approach was used for PCI loans where there was an expectation that the borrower would more likely than not continue to pay based on the current terms of the loan contract. Management used the asset approach for all nonaccrual loans to reflect market participant assumptions. Under the asset approach, the fair value of each loan was determined based on the estimated fair values of the underlying collateral, less estimated costs to sell.

The methods used to estimate the fair values of loans are sensitive to the assumptions and estimates used. While management attempted to use assumptions and estimates that best reflected the acquired loan portfolios and current market conditions, a greater degree of subjectivity is inherent in these values than in those determined in active markets.

The following table presents the purchased performing and PCI loans receivable at the date of the Bay Banks Merger and the fair value adjustments (discounts) recorded immediately following the merger.

	As of January 31, 2021
(Dollars in thousands)	Purchased Performing			PCI			Total
Principal payments receivable	$	936,523		$	111,766		$	1,048,289
Fair value adjustment - credit and interest		(2,784	)		(15,072	)		(17,856	)
Fair value of acquired loans	$	933,739		$	96,694		$	1,030,433

Premises and equipment. Land and buildings (collectively, “premises”) acquired were recorded at estimated fair value as determined by third-party appraisals at or near the merger date. Equipment, including office furniture, computers, and similar assets, were recorded at the their net book values as of the merger date, which approximated fair value.

Bank owned life insurance. The carrying value of bank owned life insurance was deemed to reasonably approximate fair value. These policies are recorded at their cash surrender value, using information provided by the insurance carriers.

Core deposit intangible. Core deposit intangible ("CDI") is the measure of the value of noninterest-bearing checking, savings, interest-bearing checking, money market, and certain certificates of deposits assumed in a business combination. Certificates of deposit with balances over $100,000 and brokered deposits are excluded from evaluation, as the Company determined customer related intangible assets are non-existent for these accounts. The estimated fair value of CDI was based on the present value of the expected cost savings attributable to the core deposit funding relative to an alternative funding source. The CDI is being amortized over an estimated useful life of 10 years, which approximates the existing deposit relationships acquired.

Deposits. The fair values of deposit liabilities with no stated maturity (noninterest-bearing checking, savings, interest-bearing checking, and money market deposits) are equal to the carrying amounts payable on demand. The estimated fair value of the certificates of deposit represents contractual cash flows, discounted to present value using interest rates currently offered by market participants on deposits with similar characteristics and remaining maturities.

FHLB borrowings. The fair value of the FHLB borrowings was estimated by discounting the future cash flows using current interest rates offered for similar advances as of the acquisition date.

FRB borrowings. The fair value of Federal Reserve Bank (“FRB”) borrowings was deemed to approximate its carrying value. These borrowings are pursuant to the FRB’s Paycheck Protection Program Liquidity Facility (“PPPLF”) and there is no comparable borrowing to advances under this facility.

Subordinated notes. The fair value of the subordinated notes was estimated by utilizing recent issuance rates for subordinated debt offerings of similar issuer size near the merger date and adjusted for time to redemption or maturity.

The fair value estimates are subject to change for up to one year after the effective date of the merger, if additional information relative to effective date fair values becomes available. No adjustments have been made to the fair value estimates through June 30, 2021.

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Impact of Certain Fair Value Adjustments

The net effect of the amortization and accretion of premiums and discounts associated with the fair value adjustments to assets acquired and liabilities assumed in the Bay Banks Merger had the following effect on the consolidated income statements for the three and six months ended June 30, 2021.

(Dollars in thousands)	For the three months ended June 30, 2021			For the six months ended June 30, 2021
Loans (1)	$	746		$	1,018
Time deposits (2)		951			1,638
FHLB borrowings (3)		4			6
Subordinated notes (4)		55			90
CDI (5)		(331	)		(557	)
Net effect to income before income taxes	$	1,425		$	2,195

(1) Loan discount accretion is included in the Interest and fees on loans section of Interest Income in the consolidated income statements.

(2) Time deposit premium amortization is included in the Interest on deposits section of Interest Expense in the consolidated income statements.

(3) FHLB borrowings premium amortization is included in the Interest on FHLB and FRB borrowings section of Interest Expense in the consolidated income statements.

(4) Subordinated notes premium amortization is included in the Interest on subordinated notes section of Interest Expense in the consolidated income statements.

(5) CDI amortization is included in the Intangible amortization section of Noninterest Expense in the consolidated income statements.

Pro Forma Financial Information

The following table presents the effect of the Bay Banks Merger on the Company on a pro forma basis, as if the merger had occurred at the beginning of the three-month period and six-month period ended June 30, 2021 and 2020. There were no merger-related expenses incurred for the three and six months ended June 30, 2020 related to the Bay Banks Merger. Merger-related expenses of $1.2 million and $10.3 million for the three months and six months ended June 30, 2021, which are included in the Company’s consolidated income statements, are not included in the pro forma information below. Merger-related expenses incurred by Bay Banks prior to the completion of the Bay Banks Merger are not included in the Company’s consolidated income statements and are also not included in the pro forma information below. Net income includes pro forma adjustments for the accretion and amortization of estimated fair value adjustments on acquired loans and assumed time deposits and borrowings, as well as amortization of estimated CDI. An income tax rate of 21% was used in determining pro forma net income.

	For the three months ended
(Dollars in thousands, except per share data)	June 30, 2020
Revenue (net interest income plus noninterest income)	$	39,608
Net income		9,053
Earnings per common share		0.49

	For the six months ended
(Dollars in thousands, except per share data)	June 30, 2021		June 30, 2020
Revenue (net interest income plus noninterest income)	$	105,606	$	64,043
Net income		40,154		11,022
Earnings per common share		2.19		0.60

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Note 4 – 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.

	June 30, 2021
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale
State and municipal	$	30,441	$	273	$	(108	)	$	30,606
U.S. Treasury and agencies		23,570		1		(543	)		23,028
Mortgage backed securities		175,940		760		(2,265	)		174,435
Corporate bonds		32,730		626		(116	)		33,240
Total investment securities	$	262,681	$	1,660	$	(3,032	)	$	261,309

	December 31, 2020
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale
State and municipal	$	14,069	$	258	$	(68	)	$	14,259
U.S. Treasury and agencies		2,500		—		(91	)		2,409
Mortgage backed securities		72,337		696		(398	)		72,635
Corporate bonds		19,755		469		(52	)		20,172
Total investment securities	$	108,661	$	1,423	$	(609	)	$	109,475

As of June 30, 2021 and December 31, 2020, securities with a fair value of $10.8 million and $12.5 million, respectively, were pledged with the Treasury Board of the Commonwealth of Virginia to secure public deposits.

As of June 30, 2021 and December 31, 2020, securities with a fair value of $31.5 million and $29.4 million, respectively, were pledged to secure the Bank’s borrowing facility with the FHLB.

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.

	June 30, 2021
(Dollars in thousands)	Amortized Cost		Fair Value
Due in one year or less	$	6,351	$	6,352
Due after one year through five years		24,786		24,850
Due after five years through ten years		57,224		57,585
Due after ten years		174,320		172,523
Total	$	262,681	$	261,309

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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.

			June 30, 2021
			Less than 12 Months					12 Months or Greater					Total
(Dollars in thousands)	Number of Securities		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
State and municipal		30	$	14,681	$	(108	)	$	—	$	—		$	14,681	$	(108	)
U.S. Treasury and agencies		13		20,368		(543	)		—		—			20,368		(543	)
Mortgage backed securities		64		109,559		(2,254	)		1,219		(11	)		110,778		(2,265	)
Corporate bonds		8		3,950		(116	)		—		—			3,950		(116	)
Total		115	$	148,558	$	(3,021	)	$	1,219	$	(11	)	$	149,777	$	(3,032	)

			December 31, 2020
			Less than 12 Months					12 Months or Greater					Total
(Dollars in thousands)	Number of Securities		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
State and municipal		6	$	3,111	$	(68	)	$	—	$	—		$	3,111	$	(68	)
U.S. Treasury and agencies		1		2,410		(91	)		—		—			2,410		(91	)
Mortgage backed securities		22		20,545		(65	)		8,592		(333	)		29,137		(398	)
Corporate bonds		7		3,242		(7	)		1,955		(45	)		5,197		(52	)
Total		36	$	29,308	$	(231	)	$	10,547	$	(378	)	$	39,855	$	(609	)

The Company reviews for other-than-temporary impairment of its investment securities portfolio at least quarterly. As of June 30, 2021 and December 31, 2020, only investment grade securities were in an unrealized loss position or 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 and negative conditions in the current 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.

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Restricted equity investments consisted of stock in the FHLB (carrying value of $6.0 million and $5.8 million as of June 30, 2021 and December 31, 2020, respectively), FRB stock (carrying value of $4.9 million and $2.2 million as of June 30, 2021 and December 31, 2020, respectively), and stock in the Company’s correspondent bank (carrying value of $468 thousand and $248 thousand as of June 30, 2021 and December 31, 2020, respectively). Restricted equity investments are carried at cost. The Company also has various other equity investments totaling $1.8 million and $3.0 million as of June 30, 2021 and December 31, 2020, respectively, which are carried at fair value with any gain or loss reported in the consolidated income statements each reporting period.

Note 5 – Loans and Allowance for Loan Losses

The following table presents loans held for investment as of the dates stated.

(Dollars in thousands)	June 30, 2021			December 31, 2020
Commercial and industrial	$	304,178		$	123,675
Paycheck Protection Program		130,489			292,068
Real estate – construction, commercial		143,215			54,702
Real estate – construction, residential		47,894			18,040
Real estate – mortgage, commercial		672,592			273,499
Real estate – mortgage, residential		490,753			213,404
Real estate – mortgage, farmland		6,537			3,615
Consumer		65,220			46,684
Gross loans		1,860,878			1,025,687
Less: Deferred loan fees, net of costs		(1,008	)		(4,271	)
Total	$	1,859,870		$	1,021,416

In 2020, the Company participated in the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (“PPP 1”). Through the PPP 1, the federal government partnered with banks, including the Bank, to provide over $650 billion to small businesses to support payrolls and other operating expenses. PPP 1 loans have a two-year term if originated prior to June 5, 2020 or a five-year term if originated on or subsequent to June 5, 2020 and earn an annual interest rate of 1%. Banks originating PPP 1 loans earned a processing fee of 1%, 3%, or 5% of the loan amount, depending on the size of the loan. The Company originated approximately $363.4 million in PPP 1 loans in 2020, and as of June 30, 2021, $115.0 million of PPP 1 loans were outstanding, including those acquired in the Bay Banks Merger.

In the first and second quarters of 2021, the Company participated in the PPP pursuant to the Economic Aid Act, passed into law on December 27, 2020 (“PPP 2”), and through June 30, 2021, the Company had funded over 20,000 PPP 2 loans for approximately $728.0 million. PPP 2 loans have a contractual term of five years and earn an annual interest rate of 1%. Banks originating PPP 2 loans earned processing fees that were tiered depending on the size of the loan. Specifically, processing fees for loans of not more than $50,000 equaled 50% of the loan balance or $2,500, whichever was less; processing fees for loans more than $50,000 and not more than $350,000 equaled 5% of the loan balance, and processing fees for loans above $350,000 equaled 3% of the loan balance. Of the PPP 2 loans originated in 2021, approximately 19,500 with principal balances of $712.6 million were sold on June 28, 2021. Gross proceeds from the sale were $705.9 million and the Company recorded a pre-tax gain in noninterest income of $24.3 million on the sale after giving effect to $30.9 million of unamortized fees, net of deferred costs, and the sale discount. As of June 30, 2021, the Company held approximately 600 PPP 2 loans with aggregate principal balances and unamortized fees, net of deferred costs, of $15.7 million and $367 thousand, respectively.  

The Company believes that the majority of PPP 1 and PPP 2 loans will be forgiven, in accordance with the terms of the program, and will be paid in full pursuant to the U.S. government guarantee.  

The Company is accounting for the PPP processing fees in accordance with ASC 310-20, Receivables - Nonrefundable Fees and Other Costs, which requires fees, net of costs, to be deferred and amortized as a component of loan yield over the expected life of the loans, which the Company believes is 1.5 years for PPP 1 loans and one to three years for PPP 2 loans, depending on the individual loan balance. Of the $11.5 million of processing fees received in 2020 for PPP 1 loans, approximately $69 thousand of unamortized fees remain as of June 30, 2021, with $1.1 million and $3.3 million recognized as a component of interest income for the three and six months ended June 30, 2021, respectively. PPP 2 processing fees, net of costs, totaled $40.8 million through the first half of 2021, of which $8.4 million and $9.5 million were recognized as interest income for the three and six months ended June 30, 2021, respectively, and $30.9 million was recognized as part of the gain on sale in the second quarter of 2021.

From the onset of the global COVID-19 pandemic, the Company has proactively addressed the needs of its commercial and individual borrowers by modifying loans allowing for the short-term deferral of principal payments or of principal and interest payments. Pursuant to the CARES Act and the Economic Aid Act, banks have the option to temporarily suspend certain requirements of GAAP related to TDRs to the earlier of January 1, 2022 or the date that is

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60 days after the date on which the national emergency terminates if certain conditions are met. All loan modifications made by the Company were made on a good faith basis to borrowers who met the requirements for modifications under the CARES Act. As a result of regulatory and accounting guidance regarding such modifications, the loans were not designated as TDRs as of June 30, 2021 and December 31, 2020. In response to the COVID-19 pandemic, during 2020, the Company approved over 550 loan deferrals for a total of $110.6 million. In addition, Bay Banks approved nearly 400 loan deferrals for approximately $160.0 million. Most of these loans are now past the deferment period and are back on normal payment schedules, and as of June 30, 2021, 16 loans were in deferment for a total of approximately $5.2 million.  

The Company has pledged certain commercial and residential mortgages as collateral for borrowings with the FHLB. Loans totaling $598.4 million and $213.3 million were pledged as of June 30, 2021 and December 31, 2020, respectively. Additionally, PPP loans were pledged as collateral for PPPLF advances in the amount of $97.4 million and $281.6 million as of June 30, 2021 and December 31, 2020, respectively.

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 PCI loans. The following table presents the outstanding principal balance and related recorded investment of these acquired loans included in the consolidated balance sheets as of the dates stated.

(Dollars in thousands)	June 30, 2021		December 31, 2020
PCI loans
Outstanding principal balance	$	108,220	$	1,278
Recorded investment		94,163		1,085
Purchased performing loans
Outstanding principal balance		877,755		97,301
Recorded investment		874,825		96,317
Total acquired loans
Outstanding principal balance		985,975		98,579
Recorded investment		968,988		97,402

The following table presents the changes in the accretable yield for PCI loans for the periods stated.

	For the three months ended						For the six months ended
(Dollars in thousands)	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Balance, beginning of period	$	9,439		$	169		$	123		$	185
Additions		—			—			10,030			—
Accretion		(1,625	)		(16	)		(2,465	)		(32	)
Reclassification of nonaccretable difference due to improvement in expected cash flows		2			—			106			—
Other changes, net		14			—			36			—
Balance, end of period	$	7,830		$	153		$	7,830		$	153

The following tables present the aging of the recorded investment of loans held for investment as of the dates stated.

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	June 30, 2021
(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Nonaccrual		Total Past Due & Nonaccrual		PCI Loans		Current Loans			Total Loans
Commercial and industrial	$	338	$	332	$	—	$	6,180	$	6,850	$	9,235	$	288,093		$	304,178
Paycheck Protection Program		—		—		—		—		—		—		130,489			130,489
Real estate – construction, commercial		16,593		7		9		89		16,698		22,722		103,795			143,215
Real estate – construction, residential		—		—		451		255		706		—		47,188			47,894
Real estate – mortgage, commercial		2,007		—		28		3,220		5,255		52,945		614,392			672,592
Real estate – mortgage, residential		924		2,182		1,308		1,588		6,002		7,905		476,846			490,753
Real estate – mortgage, farmland		—		—		—		—		—		—		6,537			6,537
Consumer		668		226		97		594		1,585		1,356		62,279			65,220
Less: Deferred loan fees, net of costs		—		—		—		—		—		—		(1,008	)		(1,008	)
Total Loans	$	20,530	$	2,747	$	1,893	$	11,926	$	37,096	$	94,163	$	1,728,611		$	1,859,870

	December 31, 2020
(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Nonaccrual		Total Past Due & Nonaccrual		PCI Loans		Current Loans			Total Loans
Commercial and industrial	$	1,117	$	—	$	—	$	1,310	$	2,427	$	—	$	121,248		$	123,675
Paycheck Protection Program		—		—		—		—		—		—		292,068			292,068
Real estate – construction, commercial		—		—		—		—		—		35		54,667			54,702
Real estate – construction, residential		262		—		—		—		262		—		17,778			18,040
Real estate – mortgage, commercial		771		211		—		3,643		4,625		808		268,066			273,499
Real estate – mortgage, residential		1,062		—		46		881		1,989		242		211,173			213,404
Real estate – mortgage, farmland		—		—		—		—		—		—		3,615			3,615
Consumer		935		334		—		714		1,983		—		44,701			46,684
Less: Deferred loan fees, net of costs		—		—		—				—				(4,271	)		(4,271	)
Total Loans	$	4,147	$	545	$	46	$	6,548	$	11,286	$	1,085	$	1,009,045		$	1,021,416

The following tables present the aging of the recorded investment of PCI loans as of the dates stated.

	June 30, 2021
(Dollars in thousands)	30-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Current Loans		Total Loans
Commercial and industrial	$	—	$	—	$	9,235	$	9,235
Real estate – construction, commercial		13,904		9		8,809		22,722
Real estate – mortgage, commercial		133		28		52,784		52,945
Real estate – mortgage, residential		1,068		1,308		5,529		7,905
Consumer		20		—		1,336		1,356
Total PCI Loans	$	15,125	$	1,345	$	77,693	$	94,163

	December 31, 2020
(Dollars in thousands)	30-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Current Loans		Total Loans
Real estate – construction, commercial		—		—		35		35
Real estate – mortgage, commercial		224		—		584		808
Real estate – mortgage, residential		35		—		207		242
Total PCI Loans	$	259	$	—	$	826	$	1,085

The Company prepares a quarterly analysis of the ALL, with the objective of quantifying portfolio risk into a dollar amount of inherent losses. The ALL is increased through a provision for loan losses charged against income and

22

decreased by loans charged-off (net of recoveries, if any). Management’s periodic evaluation of the adequacy of the ALL is based on past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions. While management uses the best information available to make evaluations, future adjustments may be necessary, if economic or other conditions differ substantially from the assumptions used. The ALL consists of specific and general components. The specific component relates to loans that are identified as impaired and meet certain other criteria, such as size. For loans that are classified as impaired, an allowance is established when the discounted cash flows or the net realizable value of underlying collateral, which is equal to the estimated fair value less estimated costs to sell, of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and those loans classified that are not individually evaluated for impairment and is based on historical loss experience adjusted for other internal or external influences on credit quality that are not fully reflected in the historical data.

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

PPP loans are fully guaranteed by the U.S. government; therefore, the Company recorded no ALL for these loans as of June 30, 2021 and December 31, 2020. In future periods, the Company may be required to establish an ALL for these loans, which would result in a provision for loan losses charged to earnings.

The following tables present a summary of the loan portfolio individually and collectively evaluated for impairment as of the dates stated.

	June 30, 2021
(Dollars in thousands)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment			Total
Originated and purchased performing loans:
Commercial and industrial	$	4,810	$	290,133		$	294,943
Real estate – construction, commercial		536		119,958			120,494
Real estate – construction, residential		—		47,894			47,894
Real estate – mortgage, commercial		1,378		618,269			619,647
Real estate – mortgage, residential		976		481,871			482,847
Real estate – mortgage, farmland		—		6,537			6,537
Consumer		—		63,864			63,864
Total originated and purchased performing loans		7,700		1,628,526			1,636,226
PCI loans:
Commercial and industrial		—		9,235			9,235
Real estate – construction, commercial		—		22,721			22,721
Real estate – mortgage, commercial		—		52,945			52,945
Real estate – mortgage, residential		—		7,906			7,906
Consumer		—		1,356			1,356
Total PCI loans		—		94,163			94,163
Gross loans		7,700		1,722,689			1,730,389
Less: Deferred loan fees, net of costs		—		(722	)		(722	)
Total	$	7,700	$	1,721,967		$	1,729,667

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	December 31, 2020
(Dollars in thousands)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment			Total
Originated and purchased performing loans:
Commercial and industrial	$	234	$	123,441		$	123,675
Real estate – construction, commercial		—		54,667			54,667
Real estate – construction, residential		—		18,040			18,040
Real estate – mortgage, commercial		1,645		271,046			272,691
Real estate – mortgage, residential		452		212,710			213,162
Real estate – mortgage, farmland		—		3,615			3,615
Consumer		—		46,684			46,684
Total originated and purchased performing loans		2,331		730,203			732,534
PCI loans:
Real estate – construction, commercial		—		35			35
Real estate – mortgage, commercial		—		808			808
Real estate – mortgage, residential		—		242			242
Total PCI loans		—		1,085			1,085
Gross loans		2,331		731,288			733,619
Less: Deferred loan fees, net of costs		—		(736	)		(736	)
Total	$	2,331	$	730,552		$	732,883

The tables above exclude gross PPP loans of $130.5 million and $292.1 million as of June 30, 2021 and December 2020, respectively.

The following tables present information related to impaired loans by loan type as of the dates presented.

	June 30, 2021						December 31, 2020
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no specific allowance recorded:
Commercial and industrial	$	4,735	$	4,735	$	—	$	234	$	234	$	144
Real estate – construction, commercial		535		535		—		—		—		—
Real estate – mortgage, commercial		182		182		—		1,645		2,030		—
Real estate – mortgage, residential		919		919		—		452		571		—
With an allowance recorded:
Real estate – mortgage, commercial		1,188		1,188		387		—		—		—
Real estate – mortgage, residential		57		57		57		—		—		—
	$	7,616	$	7,616	$	444	$	2,331	$	2,835	$	144

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	For the three months ended
	June 30, 2021				June 30, 2020
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no specific allowance recorded:
Commercial and industrial	$	4,324	$	49	$	—	$	—
Real estate – construction, commercial		537		8		—		—
Real estate – mortgage, commercial		185		3		—		—
Real estate – mortgage, residential		920		7		581		—
With an allowance recorded:
Commercial and industrial		—		—		265		—
Real estate – mortgage, commercial		1,207		17		—		—
Real estate – mortgage, residential		57		—		376		—
	$	7,230	$	84	$	1,222	$	—
	For the six months ended
	June 30, 2021				June 30, 2020
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no specific allowance recorded:
Commercial and industrial	$	4,409	$	99	$	—	$	—
Real estate – construction, commercial		539		16		—		—
Real estate – mortgage, commercial		210		7		—		—
Real estate – mortgage, residential		890		13		581		—
With an allowance recorded:
Commercial and industrial		—		—		265		1
Real estate – mortgage, commercial		1,211		34		—		—
Real estate – mortgage, residential		116		—		376		2
	$	7,375	$	169	$	1,222	$	3

Impaired loans also include certain loans that have been modified in 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 three TDRs in the amount of $192 thousand as of June 30, 2021, two of which were classified as a TDR due to a change in interest rate and payment terms and one of which was classified as a TDR due to a change in payment terms. The Company had two TDRs in the amount of $142 thousand as of December 31, 2020, one of which was classified as a TDR due to a change in interest rate and payment terms and the other loan was classified as a TDR due to a change in payment terms.

The following table presents an analysis of the change in the ALL by loan type as of and for the periods stated.

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	For the three months ended						For the six months ended
(Dollars in thousands)	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
ALL, beginning of period	$	13,402		$	4,897		$	13,827		$	4,572
Charge-offs
Commercial and industrial	$	(857	)	$	—		$	(1,216	)	$	—
Real estate – mortgage		(1	)		—			(13	)		—
Consumer		(133	)		(255	)		(396	)		(574	)
Total charge-offs		(991	)		(255	)		(1,625	)		(574	)
Recoveries
Commercial and industrial		394			—			450			1
Real estate – mortgage		87			—			103			—
Consumer		115			64			252			132
Total recoveries		596			64			805			133
Net charge-offs		(395	)		(191	)		(820	)		(441	)
Provision for loan losses		—			3,500			—			4,075
ALL, end of period	$	13,007		$	8,206		$	13,007		$	8,206

The following tables summarize the primary segments of the ALL, segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment for the periods stated

	For the three months ended June 30, 2021
(Dollars in thousands)	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
ALL, beginning of period	$	3,459		$	960		$	150			4,215	$	1,485		$	18	$	3,115		$	13,402
Charge-offs		(857	)		—			—			—		(1	)		—		(133	)		(991	)
Recoveries		394			—			—			79		8			—		115			596
Provision for loan losses		502			(208	)		(72	)		1,953		(734	)		5		(1,446	)		—
ALL, end of period	$	3,498		$	752		$	78		$	6,247	$	758		$	23	$	1,651		$	13,007
Individually evaluated for impairment	$	—		$	—		$	—		$	387	$	57		$	—	$	—		$	444
Collectively evaluated for impairment	$	3,498		$	752		$	78		$	5,860	$	701		$	23	$	1,651		$	12,563

	For the six months ended June 30, 2021
(Dollars in thousands)	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
ALL, beginning of period	$	3,762		$	960		$	150			4,215	$	1,481		$	18	$	3,241		$	13,827
Charge-offs		(1,216	)		—			—			—		(13	)		—		(396	)		(1,625	)
Recoveries		450			—			—			79		24			—		252			805
Provision for loan losses		502			(208	)		(72	)		1,953		(734	)		5		(1,446	)		—
ALL, end of period	$	3,498		$	752		$	78		$	6,247	$	758		$	23	$	1,651		$	13,007
Individually evaluated for impairment	$	—		$	—		$	—		$	387	$	57		$	—	$	—		$	444
Collectively evaluated for impairment	$	3,498		$	752		$	78		$	5,860	$	701		$	23	$	1,651		$	12,563

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, collateral adequacy, credit documentation, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk (loan grade). This analysis typically includes larger non-homogeneous loans, such

26

as commercial real estate and commercial and industrial loans. This analysis is performed on an ongoing basis as new information is obtained.

The following tables present the Company’s loan portfolio by internal loan grade as of the dates stated.

	June 30, 2021
(Dollars in thousands)	Grade 1 Prime		Grade 2 Desirable		Grade 3 Good		Grade 4 Acceptable		Grade 5 Pass/Watch		Grade 6 Special Mention		Grade 7 Substandard		Total
Commercial and industrial	$	5,324	$	3,578	$	133,649	$	131,944	$	13,441	$	5,787	$	10,455	$	304,178
Paycheck Protection Program		130,489		—		—		—		—		—		—		130,489
Real estate – construction, commercial		—		538		36,043		76,956		8,625		18,988		2,065		143,215
Real estate – construction, residential		108		33		19,401		21,681		6,416		—		255		47,894
Real estate – mortgage, commercial		—		3,766		325,958		235,860		41,193		56,990		8,825		672,592
Real estate – mortgage residential		1,663		9,393		313,336		142,353		14,530		4,158		5,320		490,753
Real estate – mortgage, farmland		384		—		1,172		4,981		—		—		—		6,537
Consumer		354		44		18,655		43,373		1,685		496		613		65,220
Gross loans	$	138,322	$	17,352	$	848,214	$	657,148	$	85,890	$	86,419	$	27,533	$	1,860,878
Less: Deferred loan fees, net of costs																(1,008	)
Total															$	1,859,870

	December 31, 2020
(Dollars in thousands)	Grade 1 Prime		Grade 2 Desirable		Grade 3 Good		Grade 4 Acceptable		Grade 5 Pass/Watch		Grade 6 Special Mention		Grade 7 Substandard		Total
Commercial and industrial	$	844	$	484	$	23,828	$	85,928	$	7,251	$	4	$	5,336	$	123,675
Paycheck Protection Program		292,068		—		—		—		—		—		—		292,068
Real estate – construction, commercial		—		2,143		19,524		26,324		5,916		218		577		54,702
Real estate – construction, residential		—		—		3,073		8,247		6,458		—		262		18,040
Real estate – mortgage, commercial		—		3,994		128,163		114,977		15,799		2,968		7,598		273,499
Real estate – mortgage residential		—		3,583		101,078		100,601		5,750		158		2,234		213,404
Real estate – mortgage, farmland		444		—		1,175		1,996		—		—		—		3,615
Consumer		324		36		17,062		28,033		521		1		707		46,684
Gross loans	$	293,680	$	10,240	$	293,903	$	366,106	$	41,695	$	3,349	$	16,714	$	1,025,687
Less: Deferred loan fees, net of costs																(4,271	)
Total															$	1,021,416

Note 6 – 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 5 to 12 years. Goodwill is the only intangible asset with an indefinite life on the consolidated balance sheets.

The following table presents the components of goodwill as of the dates stated.

(Dollars in thousands)	Year of acquisition	June 30, 2021		December 31, 2020
Charlottesville branch acquisition	2011	$	366	$	366
River Bancorp, Inc. acquisition	2016		1,728		1,728
Mortgage business acquisition	2018		600		600
Hammond Insurance Agency acquisition	2019		613		613
Virginia Community Bankshares, Inc. acquisition	2019		16,585		16,585
Bay Banks Merger	2021		7,206		—
		$	27,098	$	19,892

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The following table presents information on amortizable intangible assets included on the consolidated balance sheets as of the dates stated.

	Gross					Net
(Dollars in thousands)	Carrying		Accumulated			Carrying
June 30, 2021	Value		Amortization			Value
Core deposit intangibles	$	9,626	$	(2,105	)	$	7,521
Other amortizable intangibles		2,643		(1,233	)		1,410
Total	$	12,269	$	(3,338	)	$	8,931
	Gross					Net
(Dollars in thousands)	Carrying		Accumulated			Carrying
December 31, 2020	Value		Amortization			Value
Core deposit intangibles	$	2,776	$	(1,366	)	$	1,410
Other amortizable intangibles		2,528		(1,016	)		1,512
Total	$	5,304	$	(2,382	)	$	2,922

As a result of the Bay Banks Merger, a core deposit intangible asset of $6.9 million was recorded as of the acquisition date and is being amortized on an accelerated basis over 10 years using the sum-of-years digits method.

Included in other amortizable intangibles were loan servicing assets of $274 thousand and $209 thousand at June 30, 2021 and December 31, 2020, respectively, related to the sale of the government guaranteed portion of certain loans that the Company continues to service. Loan servicing assets of $115 thousand and $189 thousand were added during the six months ended June 30, 2021 and the year ended December 31, 2020, respectively. The amortization of these intangibles is included in interest and fees on loans in the consolidated statement of income.  

The Company retains servicing rights on mortgages originated and sold to the secondary market. The Company records mortgage servicing rights (“MSR”) assets initially at fair value and subsequently accounts for them under the amortization method, pursuant to which an impairment assessment is performed each reporting period. The amortization method requires that the MSR assets be recorded at the lower of cost or fair value. As of June 30, 2021 and December 31, 2020, the carrying value of MSR assets were $13.1 million and $7.1 million, respectively.

Note 7 – Other Real Estate Owned

The following table presents the number and carrying values of properties included in other real estate owned (“OREO”) as of the dates stated.

	June 30, 2021				December 31, 2020
	Number of		Carrying		Number of		Carrying
	Properties		Value		Properties		Value
Residential		1	$	—		1	$	—
Land		4		264		—		—
Commercial properties		1		174		—		—
Total other real estate owned		6	$	438		1	$	—

The Company acquired $598 thousand of OREO in the Bay Banks Merger. As of June 30, 2021, the carrying value of the OREO portfolio totaled $438 thousand.

No residential mortgage loans were in the process of foreclosure as of June 30, 2021.

Note 8 – Borrowings

FHLB Borrowings

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The Bank has a borrowing facility from the FHLB secured by certain real estate loans and pledged securities. The FHLB will lend up to 30% of the Bank’s total assets as of the prior quarter end, subject to certain eligibility requirements, including adequate collateral. Total lendable collateral was $452.4 million as of June 30, 2021. The Bank had borrowings from the FHLB that totaled $125.1 million and $115.0 million as of June 30, 2021 and December 31, 2020, respectively. Of these advances, the Company assumed $10.1 million in the Bay Banks Merger. The borrowings also required the Bank to own $6.0 million and $5.8 million of FHLB stock, as of June 30, 2021 and December 31, 2020, respectively, which is included in restricted equity and other investments on the consolidated balance sheets.

The following table presents information regarding FHLB advances outstanding as of the date stated.

	June 30, 2021
				Stated
			Originated	Interest			Maturity
(Dollars in thousands)	Balance		Date	Rate			Date
Convertible	$	10,118	2/28/2020		0.56	%	2/28/2030
Fixed Rate Credit		15,000	4/1/2021		0.17	%	7/1/2021
Fixed Rate Credit		25,000	5/3/2021		0.16	%	8/2/2021
Fixed Rate Credit		35,000	5/7/2021		0.16	%	8/6/2021
Fixed Rate Credit		10,000	5/28/2021		0.16	%	8/30/2021
Fixed Rate Credit		10,000	5/28/2021		0.16	%	8/30/2021
Fixed Rate Credit		20,000	9/17/2021		0.19	%	9/17/2021
Total FHLB borrowings	$	125,118

As of June 30, 2021, 1-4 family residential loans held for investment with a lendable value of $210.6 million, multi-family residential loans with a lendable value of $35.8 million, commercial real estate loans with a lendable value of $123.6 million, 1-4 family residential loans held for sale with a lendable value of $52.1 million, and securities with a lendable value of $30.2 million were pledged against the available line of credit with the FHLB. The Bank also has letters of credit with the FHLB totaling $59.0 million for the purpose of collateral for public deposits with the Treasury Board of the Commonwealth of Virginia. Outstanding letters of credit reduce the available balance of the borrowing facility with the FHLB, which was $268.4 million as of June 30, 2021.

FRB Borrowings

In the second quarter of 2020, the Company began participating in the FRB’s PPPLF, which allows banks to pledge PPP loans as collateral in exchange for advances. The PPPLF advances are at 100% of the PPP loan value and term, have a fixed annual cost of 35 basis points, and receive favorable regulatory capital treatment. As of June 30, 2021, these FRB borrowings were $97.4 million with maturities ranging from 0.8 to 4.0 years. Of this balance, $24.8 million were assumed by the Company in the Bay Banks Merger. As of December 31, 2020, the Company’s FRB borrowings were $281.6 million with maturities ranging from 1.2 years to 4.5 years.

Other Borrowings

The Company has unsecured lines of credit with correspondent banks, which totaled $79.0 million and $38.0 million at June 30, 2021 and December 31, 2020, respectively. These lines bear interest at the prevailing rates for such loans and are cancellable any time by the correspondent bank. As of June 30, 2021 and December 31, 2020, none of these lines of credit with correspondent banks were drawn upon.

The Company had $46.1 million and $24.5 million of subordinated notes, net, outstanding as of June 30, 2021 and December 31, 2020, respectively. The Company assumed $30.9 million par value (or $31.9 million fair value) of subordinated notes in the Bay Banks Merger, which is composed of an issuance in October 2019 and maturing October 15, 2029 (the “2029 Bay Banks Notes”) and an issuance in May 2015 and maturing May 28, 2025 (the “2025 Bay Banks Notes”).

The Bay Banks 2029 Notes bear interest at 5.625% per annum, through October 14, 2024, payable semi-annually in arrears. From October 15, 2024 through October 14, 2029, or up to an early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month Secured Overnight Funding Rate (“SOFR”) (as defined in the 2029 Bay Banks Notes) plus 433.5 basis points, payable quarterly in arrears. The Bay Banks 2029

29

Notes are unsecured, subordinated obligations of the Company and rank junior in right of payment to the Company’s existing and future senior indebtedness and rank in parity with the other subordinated notes issued by the Company. Beginning on October 15, 2024 through maturity, the 2029 Bay Banks Notes may be redeemed, at the Company's option, on any scheduled interest payment date. As of June 30, 2021, the net carrying amount of the 2029 Bay Banks Notes was $25.3 million, inclusive of a $830 thousand purchase accounting adjustment (premium) recorded at the effective date of the Bay Banks Merger. For the three and six months ended June 30, 2021, the effective interest rate on the 2029 Bay Banks Notes was 4.72% and 4.73%, respectively, inclusive of the amortization of the purchase accounting adjustment (premium).

The 2025 Bay Banks Notes bear interest, payable on the first of March and September of each year, at a fixed interest rate of 6.50% per year. The Company has the right to redeem the 2025 Bay Banks Notes, in whole or in part, without premium or penalty, at any interest payment date. The 2025 Bay Banks Notes are unsecured, subordinated obligations of the Company and rank junior in right of payment to the Company’s existing and future senior indebtedness and rank in parity with the other subordinated notes issued by the Company. As of June 30, 2021, the net carrying amount of the 2025 Bay Banks Notes was $6.1 million, inclusive of a $30 thousand purchase accounting adjustment (premium). For the three and six months ended June 30, 2021, the effective interest rate on the 2025 Bay Banks Notes was 5.03% and 5.06%, respectively, inclusive of the amortization of the purchase accounting adjustment (premium). Subsequent to June 30, 2021, the Company delivered notices of redemption to the holders of the 2025 Bay Banks Notes. Such notes will be redeemed at the next payment date, September 1, 2021.

On May 28, 2020, the Company issued a subordinated note with a principal amount of $15.0 million which matures on June 1, 2030 (the “2030 Note”). The 2030 Note is an unsecured, subordinated obligation of the Company and ranks junior in right of payment to the Company’s existing and future senior indebtedness and ranks in parity with the other subordinated notes issued by the Company. Beginning on June 1, 2025 through maturity, the 2030 Note may be redeemed, at the Company's option, on any scheduled interest payment date. The aggregate carrying value of the 2030 Note, including capitalized, unamortized debt issuance costs, was $14.4 million as of June 30, 2021. For both the three and six months ended June 30, 2021, the effective interest rate on the 2020 Note was 6.27%.

On November 20, 2015, the Company issued an aggregate of $10.0 million of subordinated notes with a maturity date of December 1, 2025 (the “2025 Notes”). The 2025 Notes could be redeemed in part or in full at any interest payment date on or after December 1, 2020, at the option of the Company. The Company exercised its right to redeem the 2025 Notes in the second quarter of 2021 and repaid the 2025 Notes in full.

Note 9 – Derivatives

The Company enters into interest rate swap agreements (‘‘swap agreements’’) to facilitate the risk management strategies to accommodate the needs of its banking customers. The Company mitigates the risk of entering into these interest rate swap agreements by entering into equal and offsetting swap agreements with highly-rated third-party financial institutions. These back-to-back interest rate swap agreements are free-standing derivatives and are recorded at fair value in the 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 recorded as other assets and other liabilities on the Company’s consolidated balance sheets as of the dates stated.

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	June 30, 2021
(Dollars in thousands)	Notional Amount		Fair Value
Interest rate swap agreement
Receive fixed/pay variable swaps	$	2,076	$	247
Pay fixed/receive variable swaps		2,076		(247	)
	December 31, 2020
(Dollars in thousands)	Notional Amount		Fair Value
Interest rate swap agreement
Receive fixed/pay variable swaps	$	2,100	$	339
Pay fixed/receive variable swaps		2,100		(339	)

The Company entered into various cash flow hedges as defined by ASC 815-20, Derivatives and Hedging. The objective of these interest rate swap agreements was to hedge the risk of variability in the Company’s cash flows attributable to changes in the 3-month LIBOR index rate component of forecasted three-month fixed rate funding advances from the FHLB. The hedging objective was to reduce the interest rate risk associated with the Company’s fixed rate advances from the designation date and through the maturity date. The identified hedge layers are presented in the following table (in thousands). Each hedge layer has a variable receive leg of 3-month LIBOR and a pay fixed leg of 1.80%.

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

At the time the hedges identified in the table above expire, new hedges will begin summarized in the following table (in thousands). Each hedge layer has a variable receive leg of 3-month LIBOR and a pay fixed leg ranging from 0.92% to 0.95%.

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

Beginning in 2020, the Company entered into three additional hedges summarized in the following table (in thousands). Each hedge layer has a variable receive leg of 3-month LIBOR and a pay fixed leg ranging from 0.83% to 0.86%.     

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

The Company has the intent and ability to fund the 3-month rate advances during the term of these cash flow hedges. Interest rate swap assets and liabilities were $5.1 million and $1.4 million, respectively, as of June 30, 2021, and $1.7 million and $2.7 million, respectively, as of December 31, 2020. The Company had cash collateral with the counterparties of $6.0 million included within other assets on the consolidated balance sheets as of June 30, 2021 and December 31, 2020.

The Bank also participates in a “mandatory” delivery program for its government guaranteed and conventional mortgage loans held for sale. Under the mandatory delivery program, loans with interest rate locks are paired with the sale of a to-be-announced mortgage-backed security bearing similar attributes. Under the mandatory delivery program, the

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Bank commits to deliver loans to an investor at an agreed upon price after the close of such loans. This differs from a “best efforts” delivery, which sets the sale price with the investor on a loan-by-loan basis when each loan is locked.  The Bank had entered into $97.0 million and $154.3 million of rate lock commitments with borrowers, net of expected fallout, as of June 30, 2021 and December 31, 2020, respectively, and $131.8 million and $97.1 million of closed loan inventory waiting for sale, which were hedged by $232.8 million and $225.0 million in forward to-be-announced mortgage-backed securities as of June 30, 2021 and December 31, 2020, respectively. Mortgage derivative assets totaled $3.1 million and $5.3 million as of June 30, 2021 and December 31, 2020, respectively, and mortgage derivative liabilities, which are included in other liabilities on the consolidated balance sheets, were $300 thousand and $1.6 million as of June 30, 2021 and December 31, 2020, respectively.

Note 10 – Stock-Based Compensation

The Company has granted restricted stock awards to employees and directors under the Company’s 2017 Equity Incentive Plan. The restricted stock awards are considered fixed awards as the number of shares and fair value is known at the date of grant, and the fair value of the award at the grant date is amortized over the requisite service period. Compensation expense recognized in the consolidated statements of income related to restricted stock awards, net of forfeitures, was $170 thousand and $337 thousand for the three and six months ended June 30, 2021, respectively, and was $70 thousand and $149 thousand for the three and six months ended June 30, 2020, respectively. At June 30, 2021, restricted stock awards relating to 117,338 shares of the Company’s common stock were outstanding and unrecognized compensation expense related to the restricted stock awards at June 30, 2021 totaled $1.1 million.

The Company converted fully vested options to purchase 198,362 shares of Bay Banks common stock into options to acquire 99,176 shares (148,764 on a post Stock Split basis) of the Company’s common stock pursuant to the Bay Banks Merger. The estimated fair value of the converted stock options as of the effective date of the merger was $472 thousand and included in the Bay Banks Merger consideration.

The estimated fair value of $472 thousand was determined using the Black-Scholes Model, which requires the use of assumptions including the risk-free interest rate, expected term, expected volatility (of the underlying stock), and expected dividend yield. The following table presents the ranges and weighted-averages of assumptions used to determine the estimated fair value of the converted stock options in the Bay Banks Merger.

	As of January 31, 2021
	Range	Weighted-average
Risk free interest rate (U.S. Treasury)	0.06% - 0.45%	0.32%
Expected term (years)	0.14 - 5.00	3.89
Expected volatility	21.2% - 38.2%	32.8%
Expected dividend yield	2.85%	2.85%

The weighted-average exercise price and remaining contractual life (in years) of the stock options as of the date of the Bay Banks Merger was $14.83 per stock option ($9.89 on a post Stock Split basis) and 5.47 years, respectively.

During the first and second quarters of 2021, 67,031 and 15,866 stock options were exercised, resulting in 43,732 options outstanding as of June 30, 2021.

Note 11 – 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.

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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.

Rabbi trust assets

As a result of the Bay Banks Merger, the Company acquired and assumed a rabbi trust and 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.

Cash flow hedges (interest rate swaps) hedge against the risk of variability in cash flows attributable to changes in the 3-month LIBOR index rate component of forecasted 3-month fixed rate funding advances from the FHLB. These cash flow hedges 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.

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	June 30, 2021
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Securities available for sale
State and municipals	$	30,606	$	—	$	30,606	$	—
U.S. Treasury and agencies		23,028		—		23,028		—
Mortgage backed securities		174,435		—		174,435		—
Corporate bonds		33,240		—		33,240		—
Total securities available for sale	$	261,309	$	—	$	261,309	$	—
Other assets
Rabbi trust assets	$	1,087	$	1,087	$	—	$	—
Mortgage derivative asset		3,143		—		3,143		—
Interest rate swap asset		5,072		—		5,072		—
Other liabilities
Mortgage derivative liability	$	300	$	—	$	300	$	—
Interest rate swap liability		1,445		—		1,445		—

	December 31, 2020
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Securities available for sale
State and municipals	$	14,259	$	—	$	14,259	$	—
U.S. Treasury and agencies		2,409		—		2,409		—
Mortgage backed securities		72,635		—		72,635		—
Corporate bonds		20,172		—		20,172		—
Total securities available for sale	$	109,475	$	—	$	109,475	$	—
Other assets
Mortgage derivative asset	$	5,293	$	—	$	5,293	$	—
Interest rate swap asset		1,716		—		1,716		—
Other liabilities
Mortgage derivative liability	$	1,569	$	—	$	1,569	$	—
Interest rate swap liability		2,735		—		2,735		—

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

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

Mortgage Servicing Rights

The Company records MSR assets initially at fair value and subsequently accounts for them under the amortization method and performs an impairment assessment each reporting period. The amortization method requires that the MSR assets be recorded at the lower of cost or fair value.  

The following tables present the change in MSR assets using Level 3 inputs as of and for the periods stated.

(Dollars in thousands)	MSR Assets
Balance, December 31, 2020	$	7,084
Acquired in Bay Banks Merger		997
Additions		6,407
Write-offs		(328	)
Amortization		(1,011	)
Impairments		—
Fair value adjustments		2,611
Balance, June 30, 2021 - fair value	$	15,760
Balance, June 30, 2021 - amortized cost	$	13,149

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(Dollars in thousands)	MSR Assets
Balance, December 31, 2019	$	—
Additions		7,539
Write-offs		(61	)
Amortization		(391	)
Impairments		(3	)
Fair value adjustments		207
Balance, December 31, 2020 - fair value	$	7,291
Balance, December 31, 2020 - amortized cost	$	7,084

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 June 30, 2021 and December 31, 2020, the Company was servicing approximately $1.54 billion and $846.5 million of loans, respectively. Loans are segregated into homogenous pools based on loan term, interest rates, and other similar characteristics. Cash flows are then estimated based on net servicing fee income and utilizing assumed servicing costs and prepayment speeds. The weighted average net servicing fee income of the portfolio was 27.5 basis points as of June 30, 2021. Estimated base annual servicing costs were $65.00 to $80.00 per loan depending on the guarantor. Prepayment speeds in the model are based on empirically derived data for mortgage pool factors and differences between a mortgage pool’s weighted average coupon and its current mortgage rate. The weighted average prepayment speed assumption used in the fair value model was 12.81% as of June 30, 2021. A base discount rate of 9.0% to 12.0% (9.26% weighted average discount rate) was then applied to each pool’s projected future cash flows as of June 30, 2021. The discount rate is intended to represent the estimated market yield for the highest quality grade of comparable servicing. MSR assets are classified as Level 3.

Impaired Loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due will not be collected according to the contractual terms of the loan agreement. The measurement of loss associated with impaired loans can be based on either the discounted cash flows of the loan or the fair value of the collateral, if any, 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). 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 based on the borrower’s financial statements if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statements or aging reports (Level 3). Fair value adjustments are recorded in the period incurred as provision for loan losses on the consolidated statements of income.

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. The agreed upon sales price is considered fair value as all of these loans are under agreements to sell to investors at the time of origination. This amount is generally the loan’s principal amount. Changes in fair value are recognized in the gain on sale of mortgages on the consolidated statements of income.

Other Real Estate Owned

Certain assets such as 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.

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The following tables summarize assets that were measured at fair value on a nonrecurring basis as of the dates stated.

	June 30, 2021
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Impaired loans, net	$	7,256	$	—	$	—	$	7,256
Loans held for sale		146,985		—		146,985		—
OREO		438		—		—		438

	December 31, 2020
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Impaired loans, net	$	2,187	$	—	$	—	$	2,187
Loans held for sale		148,209		—		148,209		—

The following tables present quantitative information about Level 3 fair value measurements as of the dates stated.

	Balance as of		Valuation	Unobservable	Weighted
(Dollars in thousands)	June 30, 2021		Technique	Input	Average
Impaired loans, net	$	7,256	Discounted appraised value	Selling costs		10	%
OREO		438	Discounted appraised value	Selling costs		7	%

(Dollars in thousands)	December 31, 2020		Technique	Input	Average
Impaired loans, net	$	2,097	Discounted appraised value	Selling costs		10	%
		90	Discounted cash flows	Discount rate		6	%

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 carrying values of cash and due from banks and federal funds sold are of such short duration that carrying value reasonably approximates fair value (Level 1).

The carrying values of accrued interest receivable and accrued interest payable are of such short duration that carrying value reasonably approximates fair value (Level 2).

The carrying value of restricted equity investments approximates fair value based on the redemption provisions of the issuer (Level 2).

The fair value of the Company’s loan portfolio includes a credit risk assumption in the determination of the fair value of its loans. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. The Company’s loan portfolio is initially fair valued using a segmented approach. The Company divides its loan portfolio into the following categories: variable rate loans, impaired loans, and all other loans. The results are then adjusted to account for credit risk as described above. The fair value of the Company’s loan portfolio also considers illiquidity risk through the use of a discounted cash flow model to compensate for based on certain assumptions included within the discounted cash flow model, primarily the use of discount rates that better capture inherent credit risk over the lifetime of a loan. This consideration of both credit risk and illiquidity

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risk provides an estimated exit price for the Company’s loan portfolio. Loans held for investment are reported as Level 3.

There is no credit risk associated with PPP loans as they are fully guaranteed by the U.S. government. Further, the Company believes the PPP loans will be forgiven within 1.5 years for PPP 1 loans and between one and three years for PPP 2 loans, depending on the loan’s balance, and any fair value adjustment for potential interest rate change was considered inconsequential as of June 30, 2021. As a result, the carrying value of PPP loans reasonably approximates fair value (Level 3).

The carrying value of cash surrender value of life insurance reasonably approximates fair value. The Company records these policies at their cash surrender value, which is estimated using information by insurance carriers (Level 2).

The carrying value of noninterest-bearing deposits approximates fair value (Level 1). The carrying values of interest-bearing demand, money market, and savings deposits approximates fair value based on their current pricing and are reported as Level 2. The fair value of certificates of deposits were valued using a discounted cash flow calculation that includes a market rate analysis of the current rates offered by market participants for certificates of deposits that mature in the same period. Time deposits are reported as Level 3.

The fair value of the FHLB borrowings is estimated by discounting the future cash flows using current interest rates offered for similar advances (Level 2).

The fair value of FRB borrowings was approximated as its carrying value as there is no comparable debt to PPPLF advances (Level 2).

The fair value of the Company’s subordinated notes was estimated by utilizing recent issuance rates for subordinated debt offerings of similar issuer size (Level 3).

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

The following tables present the estimated fair values, related carrying amounts, and valuation level of the financial instruments as of the dates stated.

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	Carrying Value as of		Fair Value as of		Fair Value Measurements as of June 30, 2021
(Dollars in thousands)	June 30, 2021		June 30, 2021		Level 1		Level 2		Level 3
Financial Assets
Cash and due from banks	$	296,425	$	296,425	$	296,425	$	—	$	—
Federal funds sold		2,273		2,273		2,273		—		—
Securities available for sale		261,309		261,309		—		261,309		—
Restricted equity and other investments		15,310		15,310		—		15,310		—
PPP loans receivable, net		130,193		130,193		—		—		130,193
Loans held for investment, net		1,716,670		1,720,233		—		—		1,720,233
Accrued interest receivable		11,072		11,072		—		11,072		—
Bank owned life insurance		46,001		46,001		—		46,001		—
Financial Liabilities
Noninterest-bearing demand deposits	$	660,937	$	660,937	$	660,937	$	—	$	—
Interest-bearing demand and money market deposits		812,756		812,756		—		812,756		—
Savings deposits		143,908		143,908		—		143,908		—
Time deposits		572,970		578,830		—		—		578,830
FHLB borrowings		125,118		124,884		—		124,884		—
FRB borrowings		97,384		97,384		—		97,384		—
Subordinated notes, net		46,149		49,130		—		—		49,130

	Carrying Value as of		Fair Value as of		Fair Value Measurements as of December 31, 2020
(Dollars in thousands)	December 31, 2020		December 31, 2020		Level 1		Level 2		Level 3
Financial Assets
Cash and due from banks	$	117,945	$	117,945	$	117,945	$	—	$	—
Federal funds sold		775		775		775		—		—
Securities available for sale		109,475		109,475		—		109,475		—
Restricted equity investments		11,173		11,173		—		11,173		—
PPP loans receivable, net		288,533		288,533		—		—		288,533
Loans held for investment, net		719,056		720,396		—		—		720,396
Accrued interest receivable		5,428		5,428		—		5,428		—
Bank owned life insurance		15,724		15,724		—		15,724		—
Financial Liabilities
Noninterest-bearing demand deposits	$	333,051	$	333,051	$	333,051	$	—	$	—
Interest-bearing demand and money market deposits		282,263		282,263		—		282,263
Savings deposits		78,352		78,352		—		78,352		—
Time deposits		251,443		257,647		—		—		257,647
FHLB borrowings		115,000		114,983		—		114,983		—
FRB borrowings		281,650		281,650		—		281,650		—
Subordinated notes, net		24,506		25,830		—		—		25,830

Note 12 – Leases

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

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

The Company assumed five operating leases for real estate in the Bay Banks Merger. In accordance with ASC 842–Leases, the original classification of each lease was retained and not re-evaluated as part of the accounting for the business combination. The Company measured each of the assumed lease liabilities as if the lease was new, determined the appropriate lease liability and right-of-use asset fair value based on the Company’s incremental borrowing rate at merger date, and obtained independent assessments of favorable or unfavorable market terms for each lease contract.

The following tables present information about the Company’s leases as of and for the periods stated.

(Dollars in thousands)	June 30, 2021
Lease liabilities	$	7,795
Right-of-use asset	$	6,348
Weighted average remaining lease term (years)	6.16
Weighted average discount rate		2.96	%

	For the three months ended				For the six months ended
(Dollars in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Operating lease cost	$	760	$	458	$	1,406	$	889
Total lease cost	$	760	$	458	$	1,406	$	889

The following table presents a maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities as of the date stated.

	As of
(Dollars in thousands)	June 30, 2021
Six months ending December 31, 2021	$	1,370
Twelve months ending December 31, 2022		1,596
Twelve months ending December 31, 2023		1,268
Twelve months ending December 31, 2024		940
Twelve months ending December 31, 2025		786
Thereafter		2,403
Total undiscounted cash flows		8,363
Discount		(568	)
Lease liabilities	$	7,795

Note 13 – 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 Bank'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.

39

The final rules implementing Basel Committee on Banking Supervision's capital guidelines for U.S. banks (the “Basel III rules”) became effective for the Bank on January 1, 2015 with full compliance with all of the requirements phased-in over a multi-year schedule and 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 2.50% 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 June 30, 2021 and December 31, 2020, the Bank met all capital adequacy requirements 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 June 30, 2021, the most recent regulatory notification categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. 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.

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2021
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	271,353		13.92	%	$	204,674		10.50	%	$	194,928		10.00	%
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	257,994		13.24	%	$	165,688		8.50	%	$	155,942		8.00	%
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	257,994		13.24	%	$	136,449		7.00	%	$	126,703		6.50	%
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A.	$	257,994		9.23	%	$	111,854		4.00	%	$	139,817		5.00	%

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2020
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	109,219		13.10	%	$	87,574		10.50	%	$	83,404		10.00	%
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	98,751		11.84	%	$	70,893		8.50	%	$	66,723		8.00	%
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	98,751		11.84	%	$	58,383		7.00	%	$	54,213		6.50	%
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A.	$	98,751		8.34	%	$	47,363		4.00	%	$	59,180		5.00	%

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The Company's principal source of funds for dividend payments is dividends received from the Bank. Banking regulations limit the amounts of dividends that may be paid without approval of regulatory agencies.

Note 14 – 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 June 30, 2021 and December 31, 2020, the Company had outstanding loan commitments of $294.8 million and $126.0 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 June 30, 2021 and December 31, 2020, commitments under outstanding performance stand-by letters of credit totaled $655 thousand and $0, 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 June 30, 2021 and December 31, 2020, commitments under outstanding financial stand-by letters of credit totaled $9.4 million and $6.1 million, respectively. The credit risk of issuing stand-by letters of credit is essentially the same as that involved in extending loans to customers.

  Reserves for unfunded commitments to borrowers as of June 30, 2021 and December 31, 2020 were $352 thousand and $0, respectively, and are included in other liabilities on the consolidated balance sheets.

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 June 30, 2021, the Company has future commitments outstanding totaling $7.8 million related to these investments.

Note 15 – Earnings Per Share

The following table shows the calculation of basic and diluted 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, including those converted and assumed in the Bay Banks Merger. For the three and six months ended June 30, 2021, stock options for 0 and 55,357 shares of the Company’s common stock, respectively, were not included in the computation of diluted earnings per share because their effects would have been anti-dilutive. Weighted average common shares outstanding, basic and dilutive, for all periods presented are presented on a post Stock Split basis.

41

	For the three months ended				For the six months ended
(Dollars in thousands, except per share data)	June 30, 2021		June 30, 2020		June 30, 2021			June 30, 2020
Net income	$	28,642	$	6,218	$	32,879		$	7,059
Net loss (income) attributable to noncontrolling interest		4		4		(5	)		(5	)
Net income available to common shareholders	$	28,646	$	6,222	$	32,874		$	7,054
Weighted average common shares outstanding, basic		18,624,723		8,489,051		16,890,718			8,492,816
Effect of dilutive securities		21,277		—		27,802			—
Weighted average common shares outstanding, dilutive		18,646,000		8,489,051		16,918,520			8,492,816
Basic earnings per common share	$	1.54	$	0.73	$	1.95		$	0.83
Diluted earnings per common share	$	1.54	$	0.73	$	1.94		$	0.83

Note 16 – Business Segments

The Company has identified two primary business segments, which are commercial banking and mortgage banking. Revenues from commercial banking operations consist primarily of interest earned on loans and investment securities and service charges on deposit accounts. Mortgage banking operating revenues consist principally of gains on sales of loans in the secondary market, loan origination fee income, and interest earned on mortgage loans held for sale.

The following tables present revenues and expenses by segment for the periods stated.

	For the three months ended June 30, 2021
(Dollars in thousands)	Commercial Banking		Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
Revenues:
Interest income	$	32,775	$	1,010	$	27		$	—		$	33,812
Gain on sale of Paycheck Protection Program loans		24,315		—		—			—			24,315
Residential mortgage banking income, net		—		7,254		—			—			7,254
Mortgage servicing rights		—		1,707		—			—			1,707
Gain on sale of guaranteed government loans		143		—		—			—			143
Wealth and trust management		833		—		—			—			833
Service charges on deposit accounts		370		—		—			—			370
Increase in cash surrender value of bank owned life insurance		237		—		—			—			237
Payroll processing revenue		213		—		—			—			213
Bank and purchase card, net		299		—		—			—			299
Other income		465		—		651			(62	)		1,054
Total income		59,650		9,971		678			(62	)		70,237
Expenses:
Interest expense		2,425		57		868			0			3,350
Provision for loan losses		—		—		—			—			—
Salaries and employee benefits		10,960		6,682		0			—			17,642
Merger-related		997		—		240			—			1,237
Other		9,060		2,256		415			(62	)		11,669
Total expense		23,442		8,995		1,523			(62	)		33,898
Income (loss) before income taxes		36,208		976		(845	)		—			36,339
Income tax expense (benefit)		7,644		212		(159	)		—			7,697
Net income (loss)	$	28,564	$	764	$	(686	)	$	—		$	28,642
Net loss attributable to    noncontrolling interest		4		—		—			—			4
Net income (loss) attributable to    Blue Ridge Bankshares, Inc.	$	28,568	$	764	$	(686	)	$	—		$	28,646

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	For the three months ended June 30, 2020
(Dollars in thousands)	Commercial Banking		Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
Revenues:
Interest income	$	12,433	$	733	$	1		$	—		$	13,167
Residential mortgage banking income, net		—		13,708		—			—			13,708
Mortgage servicing rights		—		1,596								1,596
Gain on sale of guaranteed government loans		243		—		—			—			243
Service charges on deposit accounts		183		—		—			—			183
Increase in cash surrender value of bank owned life insurance		92		—		—			—			92
Payroll processing		212		—		—			—			212
Bank and purchase card, net		139		—		—			—			139
Other		186		—		—			(6	)		180
Total income		13,488		16,037		1			(6	)		29,520
Expenses:
Interest expense		2,187		69		266			—			2,522
Provision for loan losses		3,500		—		—			—			3,500
Salaries and employee benefits		2,988		7,858		—			—			10,846
Merger-related		177		—		—			—			177
Other		2,943		1,676		—			(6	)		4,613
Total expense		11,795		9,603		266			(6	)		21,658
Income (loss) before income taxes		1,693		6,434		(265	)		—			7,862
Income tax expense (benefit)		510		1,352		(218	)		—			1,644
Net income (loss)	$	1,183	$	5,082	$	(47	)	$	—		$	6,218
Net loss attributable to    noncontrolling interest		4		—		—			—			4
Net income (loss) attributable to    Blue Ridge Bankshares, Inc.	$	1,187	$	5,082	$	(47	)	$	—		$	6,222

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	For the six months ended June 30, 2021
(Dollars in thousands)	Commercial Banking			Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
Revenues:
Interest income	$	54,482		$	1,830	$	76		$	—		$	56,388
Gain on sale of Paycheck Protection Program loans		24,315			—		—			—			24,315
Residential mortgage banking income, net		—			16,555		—			—			16,555
Mortgage servicing rights		—			5,078		—			—			5,078
Gain on sale of guaranteed government loans		1,217			—		—			—			1,217
Wealth and trust management		1,435			—		—			—			1,435
Service charges on deposit accounts		697			—		—			—			697
Increase in cash surrender value of bank owned life insurance		401			—		—			—			401
Payroll processing		483			—		—			—			483
Bank and purchase card, net		599			—		—			—			599
Other		838			—		703			(87	)		1,454
Total income		84,467			23,463		779			(87	)		108,622
Expenses:
Interest expense		4,296			115		1,498			—			5,909
Provision for loan losses		—			—		—			—			—
Salaries and employee benefits		16,701			14,950		—			—			31,651
Merger-related		9,134			—		1,122			—			10,256
Other		14,230			4,437		573			(87	)		19,153
Total expense		44,361			19,502		3,193			(87	)		66,969
Income (loss) before income taxes		40,106			3,961		(2,414	)		—			41,653
Income tax expense (benefit)		8,407			817		(450	)		—			8,774
Net income (loss)	$	31,699		$	3,144	$	(1,964	)	$	—		$	32,879
Net income attributable to    noncontrolling interest		(5	)		—		—			—			(5	)
Net income (loss) attributable to    Blue Ridge Bankshares, Inc.	$	31,694		$	3,144	$	(1,964	)	$	—		$	32,874

44

	For the six months ended June 30, 2020
(Dollars in thousands)	Commercial Banking			Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
Revenues:
Interest income	$	22,490		$	1,095	$	5		$	—		$	23,590
Residential mortgage banking income, net		—			17,569		—			—			17,569
Mortgage servicing rights		—			1,596		—			—			1,596
Gain on sale of guaranteed government loans		263			—		—			—			263
Service charges on deposit accounts		454			—		—			—			454
Increase in cash surrender value of bank owned life insurance		185			—		—			—			185
Payroll processing		515			—		—			—			515
Bank and purchase card, net		271			—		—			—			271
Other		353			—		—			(12	)		341
Total income		24,531			20,260		5			(12	)		44,784
Expenses:
Interest expense		4,308			171		443			—			4,922
Provision for loan losses		4,075			—		—			—			4,075
Salaries and employee benefits		6,240			11,766		—			—			18,006
Merger-related		—			—		446			—			446
Other		5,586			2,781		9			(12	)		8,364
Total expense		20,209			14,718		898			(12	)		35,813
Income (loss) before income taxes		4,322			5,542		(893	)		—			8,971
Income tax expense (benefit)		923			1,164		(175	)		—			1,912
Net income (loss)	$	3,399		$	4,378	$	(718	)	$	—		$	7,059
Net income attributable to    noncontrolling interest		(5	)		—		—			—			(5	)
Net income (loss) attributable to    Blue Ridge Bankshares, Inc.	$	3,394		$	4,378	$	(718	)	$	—		$	7,054

Note 17 – Changes to Accumulated Other Comprehensive Income, net

The following tables present components of accumulated other comprehensive income (loss) for the periods stated.

45

	For the three months ended June 30, 2021
(Dollars in thousands)	Net Unrealized Gains (Losses) on Available for Sale Securities			Net Unrealized Gains (Losses) on Interest Rate Swaps			Accumulated Other Comprehensive Income (Loss), net
Balance as of April 1, 2021	$	(1,413	)	$	5,448		$	4,035
Change in net unrealized holding gains on securities available for sale, net of deferred tax expense of $199		747			—			747
Change in net unrealized holding losses on interest rate swaps, net of deferred tax benefit of $687		—			(2,582	)		(2,582	)
Balance as of June 30, 2021	$	(666	)	$	2,866		$	2,200
	For the three months ended June 30, 2020
(Dollars in thousands)	Net Unrealized Gains (Losses) on Available for Sale Securities			Net Unrealized Gains (Losses) on Interest Rate Swaps			Accumulated Other Comprehensive Income (Loss), net
Balance as of April 1, 2020	$	(61	)	$	(2,693	)	$	(2,754	)
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $12		(46	)		—			(46	)
Change in net unrealized holding losses on interest rate swaps, net of deferred tax benefit of $146		—			(549	)		(549	)
Balance as of June 30, 2020	$	(107	)	$	(3,242	)	$	(3,349	)

	For the six months ended June 30, 2021
(Dollars in thousands)	Net Unrealized Gains (Losses) on Available for Sale Securities			Net Unrealized Gains (Losses) on Interest Rate Swaps			Accumulated Other Comprehensive Income (Loss), net
Balance as of January 1, 2021	$	1,069		$	(805	)	$	264
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $461		(1,735	)		—			(1,735	)
Change in net unrealized holding gains on interest rate swaps, net of deferred tax expense of $975		—			3,671			3,671
Balance as of June 30, 2021	$	(666	)	$	2,866		$	2,200
	For the six months ended June 30, 2020
(Dollars in thousands)	Net Unrealized Gains (Losses) on Available for Sale Securities			Net Unrealized Gains (Losses) on Interest Rate Swaps			Accumulated Other Comprehensive Income (Loss), net
Balance as of January 1, 2020	$	423		$	(194	)	$	229
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $141		(530	)		—			(530	)
Change in net unrealized holding losses on interest rate swaps, net of deferred tax benefit of $810		—			(3,048	)		(3,048	)
Balance as of June 30, 2020	$	(107	)	$	(3,242	)	$	(3,349	)

46

Note 18 – 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 $12 million.” The Company automatically assumed any liability of VCB in connection with this litigation as a result of its 2019 acquisition of VCB. The outcome of this litigation is uncertain, and the plaintiff and other individuals may file additional lawsuits related to the VCB ESOP. The Company believes the claims are without merit and no loss has been accrued for this lawsuit.

On June 24, 2021, a customer of the Bank filed a purported class action complaint against the Bank in the U.S. District Court for the Western District of Virginia, Harrisonburg Division. The complaint alleges, among other things, that the Bank breached its contract with checking account customers by charging improper overdraft fees, and seeks monetary damages, restitution and declaratory relief arising from the alleged assessment and collection of such fees. The complaint also alleges that the aggregate claims of the putative class members exceed $5 million. The outcome of this litigation is uncertain, and the customer-plaintiff and other customers may file additional lawsuits related to their accounts with the Bank. The Company believes the claims are without merit and no loss has been accrued for this lawsuit.

Note 19 – Subsequent Events

On July 14, 2021, the Company and FVCBankcorp, Inc. (“FVCB”) jointly announced they had entered into a definitive agreement pursuant to which FVCB will merge with and into the Company in an all-stock merger of equals (the “FVCB Merger”). Pursuant to the agreement, shareholders of FVCB will receive 1.1492 shares of the Company’s common stock for each FVCB share held, with fractional shares paid in cash. The FVCB Merger is subject to customary closing conditions, including regulatory approvals and approval from the shareholders of both companies. The Company anticipates the FVCB Merger will close in the fourth quarter of 2021 or in the first quarter of 2022.

Also on July 14, 2021, the Company declared a quarterly cash dividend of $0.12 per common share, paid on July 30, 2021 to shareholders of record as of the close of business on July 26, 2021.

47

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, 2020. Results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results of operations for the balance of 2021, 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

This report contains statements concerning the Company’s expectations, plans, objectives, future financial performance, and other statements that are not historical facts. These statements may constitute “forward-looking statements” as defined by federal securities laws. These statements may address issues that involve estimates and assumptions made by management, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by such statements. Words such as “anticipates,” “believes,” “intends,” “should,” “expects,” “will,” and variations of similar expressions are intended to identify forward-looking statements. Factors that could have a material adverse effect on the operations and future prospects of the Company include, but are not limited to: the effect of the COVID-19 pandemic, including its potential adverse effect on economic conditions, and the Company’s employees, customers, loan losses, and financial performance; the Company’s participation in the Paycheck Protection Program (“PPP”); changes in interest rates, general economic conditions, the legislative/regulatory climate, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System (the “Federal Reserve”); the quality or composition of the loan and investment portfolios; demand for loan products; deposit flows; competition; expansion activities; demand for financial services in the Company’s market area; accounting principles, policies, and guidelines; changes in banking, tax, and other laws and regulations and interpretations or guidance thereunder; technological changes; fraud and cybersecurity risks; the effects of the Company’s pending merger with FVCBankcorp, Inc. (“FVCB”) or its completed merger with Bay Banks of Virginia, Inc. (“Bay Banks”) and other acquisitions the Company may make, including, without limitation, the ability to complete the FVCB merger within the expected time frame, or at all, the failure to achieve the expected revenue growth and/or expense savings from such transactions, disruptions in customer and employee relationships and business operations, and unexpected costs and difficulties integrating the companies’ business; and other factors detailed in the Company’s publicly filed documents, including the factors described in Item 1A., “Risk Factors,” in the Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”) and in this Quarterly Report on Form 10-Q. These risks and uncertainties should be considered in evaluating the forward-looking statements contained herein, and readers are cautioned not to place undue reliance on such statements, which speak only as of the date they are made.

Merger with FVCBankcorp, Inc.

On July 14, 2021, the Company announced that it had entered into a definitive agreement pursuant to which FVCB will merge with and into the Company, with the Company surviving, in an all-stock merger of equals (the “FVCB Merger”). Shareholders of FVCB will be entitled to receive 1.1492 shares of the Company’s common stock for each share of FVCB common stock upon completion of the merger. FVCB is the holding company for FVCbank, a Virginia-chartered community bank based in Fairfax, Virginia and serving the greater Washington, D.C. and Baltimore metropolitan areas. As of June 30, 2021, FVCB had total assets of $1.98 billion. The FVCB Merger is subject to customary closing conditions, including regulatory approvals and approval from the shareholders of both companies. The Company anticipates the FVCB Merger will close in the fourth quarter of 2021 or in the first quarter of 2022.

Merger with Bay Banks of Virginia, Inc.

On January 31, 2021, the Company completed a merger with Bay Banks, a bank holding company conducting substantially all its operations through its bank subsidiary, Virginia Commonwealth Bank, and its wealth and trust management subsidiary, 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 VCB Financial Group, Inc. became a subsidiary

48

of the Company (collectively, the “Bay Banks Merger”), and was subsequently renamed as BRB Financial Group, Inc (the “Financial Group”).

Information contained herein as of June 30, 2021 includes the balances of Bay Banks; information contained herein as of the year ended December 31, 2020 does not include the balances of Bay Banks. Information for the three and six months ended June 30, 2021 includes the operations of Bay Banks for the period immediately following the effective date (January 31, 2021) of the Bay Banks Merger through June 30, 2021.

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.

General

There were no changes to the Critical Accounting Policies disclosed in Item 7 of the 2020 Form 10-K, except for the addition of accounting for business combinations, due to the significance of the Bay Banks Merger. See Note 2 – Summary of Significant Accounting Policies in Item 8 of the Company’s 2020 Form 10-K 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, or shareholders’ equity as previously reported.

Comparison of Financial Condition as of June 30, 2021 and December 31, 2020

Total assets as of June 30, 2021 were $2.76 billion, an increase of $1.27 billion from $1.50 billion at December 31, 2020. The increase in total assets was primarily due to the Bay Banks Merger, which increased assets by $1.22 billion at the effective date of the merger. Of the increase in total assets due to the Bay Banks Merger, $1.03 billion were loans held for investment. The purchase accounting adjustment (discount) to record the Bay Banks’ loan portfolio at estimated fair value, at the effective date of the merger, was $17.9 million, or 1.70% of the pre-adjusted portfolio balance. No allowance for loan losses (“ALL”) carried over in the business combination.

Total deposits at June 30, 2021 were $2.19 billion, an increase of $1.25 billion from December 31, 2020, of which $1.03 billion were assumed in the Bay Banks Merger, at the effective date of the merger. The remaining increase in the first half of 2021 was primarily customer deposits resulting from economic stimulus funds granted by the federal government’s response to the COVID-19 pandemic. The Company’s expanding relationships with fintech partners have resulted in over $45.0 million of deposit growth in the first half of 2021.

As previously reported, the majority of PPP loans were funded through the Federal Reserve Bank of Richmond’s (“FRB”) Paycheck Protection Program Liquidity Facility (“PPPLF”). FRB advances totaled $97.4 million at June 30, 2021, a decline of $184.3 million from December 31, 2020, primarily attributable to the Company’s sale of PPP loans in the second quarter of 2021, as explained below. Additionally, the Company redeemed subordinated notes with an initial aggregate principal balance of $10 million in the second quarter of 2021.

Total shareholders’ equity increased by $158.6 million to $266.8 million as of June 30, 2021 compared to $108.2 million at December 31, 2020, primarily attributable to $125.4 million of consideration paid in the Bay Banks Merger and net income totaling $32.9 million in the first half of 2021.

Comparison of Results of Operations for the Three and Six Months Ended June 30, 2021 and 2020

For the three months ended June 30, 2021, the Company reported net income of $28.6 million, or $1.54 earnings per diluted common share, compared to $6.2 million, or $0.73 earnings per diluted common share, for the three months ended June 30, 2020.

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For the six months ended June 30, 2021, the Company reported net income of $32.9 million, or $1.94 earnings per diluted common share, compared to $7.1 million, or $0.83 earnings per diluted common share, for the six months ended June 30, 2020.

Net income before income taxes for the second quarter and first half of 2021 included a gain of $24.3 million ($19.2 million after tax) resulting from the sale of over $700 million of loans originated under the PPP.

Net income before income taxes included merger-related expenses of $1.2 million and $10.3 million, for the three and six months ended June 30, 2021, respectively, compared with $177 thousand and $446 thousand for the three and six months ended June 30, 2020, respectively.

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 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 average rate earned on interest-earning assets and the average rate incurred on interest-bearing liabilities. Net interest margin represents the difference between interest income and interest expense calculated as a percentage of average earning assets.

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The following table presents the average balance sheets for the three months ended June 30, 2021 and June 30, 2020. 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 June 30,
	2021								2020								Total Increase/			Increase/(Decrease) Due to
(Dollars in thousands)	Average Balance			Interest		Yield/ Rate (1)			Average Balance			Interest		Yield/ Rate (1)			(Decrease)			Volume (12)			Rate (12)
Average Assets
Taxable securities	$	270,551		$	1,133		1.68	%	$	100,785		$	646		2.57	%	$	487		$	1,092		$	(605	)
Tax-exempt securities (2)		18,023			81		1.80	%		6,313			50		3.14	%		31			91			(60	)
Total securities		288,574			1,214		1.68	%		107,098			696		2.60	%		518			1,183			(665	)
Interest-earning deposits in other banks		128,141			20		0.06	%		169,384			37		0.09	%		(17	)		(9	)		(8	)
Federal funds sold		20,275			4		0.08	%		267			1		0.07	%		3			3			—
Loans held for sale		139,051			1,014		2.92	%		128,857			868		2.69	%		146			69			77
Paycheck Protection Program loans (3)		845,776			11,662		5.52	%		252,491			2,546		4.03	%		9,116			5,981			3,135
Loans held for investment (3,4,5)		1,766,670			19,915		4.51	%		675,342			9,028		5.35	%		10,887			14,590			(3,703	)
Total average interest-earning assets		3,188,487			33,829		4.24	%		1,333,439			13,176		3.95	%		20,653			21,817			(1,164	)
Less: allowance for loan losses		(13,279	)							(5,112	)
Total noninterest-earning assets		207,807								106,166
Total average assets	$	3,383,015							$	1,434,493
Average Liabilities and Stockholders’ Equity:
Interest-bearing demand, money market deposits, and savings	$	940,130		$	592		0.25	%	$	378,371		$	377		0.40	%	$	215		$	560		$	(345	)
Time deposits (6)		586,448			1,090		0.74	%		276,364			1,273		1.84	%		(183	)		1,428			(1,611	)
Total interest-bearing deposits		1,526,578			1,682		0.44	%		654,735			1,650		1.01	%		32			1,988			(1,956	)
FHLB borrowings (7)		235,298			418		0.71	%		122,382			416		1.36	%		2			384			(382	)
FRB borrowings		544,815			382		0.28	%		219,085			191		0.35	%		191			284			(93	)
Subordinated notes and other borrowings (8)		55,242			868		6.29	%		16,839			265		6.29	%		603			604			(1	)
Total average interest-bearing liabilities		2,361,933			3,350		0.57	%		1,013,041			2,522		1.00	%		828			3,260			(2,432	)
Noninterest-bearing demand deposits		765,924								307,191
Other noninterest-bearing liabilities		13,427								22,079
Stockholders’ equity		241,731								92,182
Total average liabilities and stockholders’ equity	$	3,383,015							$	1,434,493
Net interest income and margin (9)				$	30,479		3.82	%				$	10,654		3.19	%	$	19,825		$	18,557		$	1,268
Cost of funds (10)							0.43	%							0.76	%
Net interest spread (11)							3.68	%							2.95	%

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(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 $865 thousand and $300 thousand for the three months ended June 30, 2021 and 2020, respectively.

(6) Includes amortization of fair value adjustments (premiums) on assumed time deposits of $951 thousand and $3 thousand for the three months ended June 30, 2021 and 2020, respectively.

(7) Includes amortization of fair value adjustments (premiums) on assumed FHLB borrowings of $4 thousand and $0 for the three months ended June 30, 2021 and 2020, respectively.

(8) Includes amortization of fair value adjustments (premiums) on assumed subordinated notes of $55 thousand and $0 for the three months ended June 30, 2021 and 2020, 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 $3.2 billion for the three months ended June 30, 2021 compared to $1.3 billion for the same period of 2020, a $1.9 billion increase. Most of this increase was attributable to acquired loans in the Bay Banks Merger and PPP loans, which were originated beginning in the second quarter of 2020. Total interest income (on a taxable equivalent basis) increased by $20.7 million for the three-month period ended June 30, 2021 from the same period of 2020. This increase was primarily due to higher average balances of loans, including PPP loans, partially offset by lower yields on interest-earning assets due to a lower interest rate environment in which interest-earning assets re-price. Interest income in the 2021 and 2020 periods included the amortization of PPP processing fees, net of costs, of $9.6 million and $1.9 million, respectively. Interest income in the second quarters of 2021 and 2020 included accretion of fair value adjustments (discounts) on acquired loans of $865 thousand and $300 thousand, respectively.

Average interest-bearing liabilities were $2.4 billion for the three months ended June 30, 2021 compared to $1.0 billion for the same period of 2020, a $1.3 billion increase. Most of this increase was attributable to interest-bearing deposits assumed in the Bay Banks Merger and organic deposit growth, primarily attributable to additional customer deposits from economic stimulus funds granted by the federal government’s response to the COVID-19 pandemic. Additionally, the Company utilized the PPPLF offered by the FRB starting in the second quarter of 2020 to fund PPP loans. Interest expense increased by $828 thousand to $3.4 million for the three months ended June 30, 2021 compared to $2.5 million for the same period of 2020. Higher interest expense attributable to higher average balances of interest-bearing liabilities was partially offset by lower rates paid on deposits and borrowings due to a lower interest rate environment in the 2021 period. Cost of interest-bearing liabilities decreased to 0.57% for the second quarter of 2021 from 1.00% for the second quarter of 2020. Cost of funds were 0.43% and 0.76% for the second quarters of 2021 and 2020, respectively. Interest expense in the second quarters of 2021 and 2020 included the amortization of fair value adjustments (premium) on assumed time deposits of $951 thousand and $3 thousand, respectively, which was a reduction to interest expense.

Net interest income (on a taxable equivalent basis) for the three months ended June 30, 2021 was $30.5 million as compared to $10.7 million for the same period in 2020, an increase of $19.8 million. Net interest margin was 3.82% and 3.19% for second quarters of 2021 and 2020, respectively. PPP loan processing fees, net of costs, and interest, along with the corresponding funding costs through the PPPLF, had a 55 and 11 basis point positive effect on the Company’s net interest margin for the three months ended June 30, 2021 and 2020, respectively.

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The following table presents the average balance sheets for the six months ended June 30, 2021 and June 30, 2020. 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 six months ended June 30,
	2021								2020								Total Increase/			Increase/(Decrease) Due to
(Dollars in thousands)	Average Balance			Interest		Yield/ Rate (1)			Average Balance			Interest		Yield/ Rate (1)			(Decrease)			Volume (12)		Rate (12)
Average Assets
Taxable securities	$	241,661		$	2,263		1.87	%	$	106,180		$	1,406		2.65	%	$	857		$	1,795	$	(938	)
Tax-exempt securities (2)		16,030			147		1.83	%		6,306			108		3.42	%		39			166		(127	)
Total securities		257,691			2,410		1.87	%		112,486			1,514		2.69	%		896			1,961		(1,065	)
Interest-earning deposits in other banks		122,691			50		0.08	%		103,587			107		0.21	%		(57	)		20		(77	)
Federal funds sold		19,671			5		0.05	%		190			2		1.74	%		3			169		(166	)
Loans held for sale		135,586			1,835		2.71	%		91,361			1,308		2.86	%		527			633		(106	)
Paycheck Protection Program loans (3)		652,145			16,139		4.95	%		126,246			2,546		4.03	%		13,593			10,604		2,990
Loans held for investment (3,4,5)		1,570,007			35,980		4.58	%		665,506			18,132		5.45	%		17,848			24,644		(6,797	)
Total average interest-earning assets		2,757,791			56,419		4.09	%		1,099,376			23,609		4.29	%		32,810			38,031		(5,221	)
Less: allowance for loan losses		(13,451	)							(4,860	)
Total noninterest-earning assets		181,039								97,143
Total average assets	$	2,925,379							$	1,191,659
Average Liabilities and Stockholders’ Equity:
Interest-bearing demand, money market deposits, and savings	$	823,073		$	1,053		0.26	%	$	337,054		$	867		0.51	%	$	186		$	1,250	$	(1,064	)
Time deposits (6)		540,818			2,169		0.80	%		261,324			2,508		1.92	%		(339	)		2,682		(3,021	)
Total interest-bearing deposits		1,363,891			3,222		0.47	%		598,378			3,375		1.13	%		(153	)		3,933		(4,086	)
FHLB borrowings (7)		186,709			503		0.54	%		115,354			912		1.58	%		(409	)		564		(973	)
FRB borrowings		447,351			685		0.31	%		109,542			191		0.35	%		494			590		(96	)
Subordinated notes and other borrowings (8)		51,139			1,498		5.86	%		19,315			444		4.59	%		1,054			731		324
Total average interest-bearing liabilities		2,049,090			5,908		0.58	%		842,589			4,922		1.17	%		986			5,817		(4,831	)
Noninterest-bearing demand deposits		646,754								239,047
Other noninterest-bearing liabilities		10,902								17,687
Stockholders’ equity		218,633								92,336
Total average liabilities and stockholders’ equity	$	2,925,379							$	1,191,659
Net interest income and margin (9)				$	50,511		3.66	%				$	18,687		3.40	%	$	31,824		$	32,214	$	(390	)
Cost of funds (10)							0.44	%							0.91	%
Net interest spread (11)							3.51	%							3.13	%

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(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 $1.3 million and $721 thousand for the six months ended June 30, 2021 and 2020, respectively.

(6) Includes amortization of fair value adjustments (premiums) on assumed time deposits of $1.7 million and $3 thousand for the six months ended June 30, 2021 and 2020, respectively.

(7) Includes amortization of fair value adjustments (premiums) on assumed FHLB borrowings of $6 thousand and $0 for the six months ended June 30, 2021 and 2020, respectively.

(8) Includes amortization of fair value adjustments (premiums) on assumed subordinated notes of $90 thousand and $0 for the six months ended June 30, 2021 and 2020, 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 $2.8 billion for the six months ended June 30, 2021 compared to $1.1 billion for the same period of 2020, a $1.7 billion increase. Most of this increase was attributable to acquired loans and securities in the Bay Banks Merger and PPP loans, which were originated beginning in the second quarter of 2020. Total interest income (on a taxable equivalent basis) increased by $32.8 million for the six-month period ended June 30, 2021 from the same period of 2020. This increase was primarily due to higher average balances of loans, including PPP loans, partially offset by lower yields on interest-earning assets due to a lower interest rate environment in 2021 compared to 2020. Interest income in the 2021 and 2020 periods included the amortization of PPP processing fees, net of costs, of $12.8 million and $1.9 million, respectively. Interest income in the first six months of 2021 and 2020 included accretion of fair value adjustments (discounts) on acquired loans of $1.3 million and $721 thousand, respectively.

Average interest-bearing liabilities were $2.0 billion for the six months ended June 30, 2021 compared to $842.6 million for the same period of 2020, a $1.2 billion increase. Most of this increase was attributable to interest-bearing deposits assumed in the Bay Banks Merger and organic deposit growth, primarily attributable to additional customer deposits from economic stimulus funds granted by the federal government’s response to the COVID-19 pandemic. Additionally, the Company utilized the PPPLF offered by the FRB starting in the second quarter of 2020 to fund PPP loans. Interest expense increased by $987 thousand to $5.9 million for the six months ended June 30, 2021 compared to $4.9 million for the same period of 2020. Higher interest expense attributable to higher average balances of interest-bearing liabilities was partially offset by lower rates paid on deposits and borrowings due to a lower interest rate environment in the 2021 period. Cost of interest-bearing liabilities decreased to 0.58% for the first six months of 2021 from 1.17% for the same period in 2020. Cost of funds were 0.44% and 0.91% for the six months ended June 30, 2021 and 2020, respectively. Interest expense in the first six months of 2021 and 2020 included the amortization of fair value adjustments (premium) on assumed time deposits of $1.7 million and $3 thousand, respectively, which was a reduction to interest expense.

Net interest income (on a taxable equivalent basis) for the six months ended June 30, 2021 was $50.5 million as compared to $18.7 million for the same period in 2020, an increase of $31.8 million. Net interest margin was 3.66% and 3.40% for the six months ended June 30, 2021 and 2020, respectively. PPP loan processing fees, net of costs, and interest, along with the corresponding funding costs through the PPPLF, had a 33 and 4 basis point positive effect on the Company’s net interest margin for the six months ended June 30, 2021 and 2020, respectively.

Provision for Loan Losses. The Company recorded no provision for loan losses for the three- and six-month periods ended June 30, 2021 compared to provision expense of $3.5 million and $4.1 million for the same respective periods of 2020. In 2020, the Company increased its allowance for loan losses through the application of a qualitative factor in response to potential credit losses as a result of the COVID-19 pandemic. The decline in the Company’s allowance for

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loan losses in the first half of 2021 due to the release of the COVID-19 factor was offset by organic loan growth, specific reserves for impaired loans, and reserve needs for loans that have migrated from the Company’s acquired loan pools. The Company holds no ALL for PPP loans, as these loans are fully guaranteed by the U.S. government.

Noninterest Income. The following tables present a summary of noninterest income and the dollar and percentage change for the periods presented.

	For the three months ended
(Dollars in thousands)	June 30, 2021		June 30, 2020		Change $			Change %
Gain on sale of Paycheck Protection Program loans	$	24,315	$	—	$	24,315			—
Residential mortgage banking income, net		7,254		13,708		(6,454	)		(47.08	%)
Mortgage servicing rights		1,707		1,596		111			6.95	%
Gain on sale of guaranteed government loans		143		243		(100	)		(41.15	%)
Wealth and trust management		833		—		833			—
Service charges on deposit accounts		370		183		187			102.19	%
Increase in cash surrender value of bank owned life insurance		237		92		145			157.61	%
Payroll processing		213		212		1			0.47	%
Bank and purchase card, net		299		139		160			115.11	%
Other		1,054		180		874			485.56	%
Total noninterest income	$	36,425	$	16,353	$	20,072			122.74	%

	For the six months ended
(Dollars in thousands)	June 30, 2021		June 30, 2020		Change $			Change %
Gain on sale of Paycheck Protection Program loans	$	24,315	$	—	$	24,315			—
Residential mortgage banking income, net		16,555		17,569		(1,014	)		(5.77	%)
Mortgage servicing rights		5,078		1,596		3,482			218.17	%
Gain on sale of guaranteed government loans		1,217		263		954			362.74	%
Wealth and trust management		1,435		—		1,435			—
Service charges on deposit accounts		697		454		243			53.52	%
Increase in cash surrender value of bank owned life insurance		401		185		216			116.76	%
Payroll processing		483		515		(32	)		(6.21	%)
Bank and purchase card, net		599		271		328			121.03	%
Other		1,454		341		1,113			326.39	%
Total noninterest income	$	52,234	$	21,194	$	31,040			146.46	%

In the first half of 2021, the Company funded over 20,000 loans for approximately $728.0 million of PPP loans pursuant to the Economic Aid Act, passed at the end of December 2020 ("PPP 2 loans"). Of the PPP 2 loans, the Company sold approximately 19,500 with principal balances of $712.6 million on June 28, 2021. Gross proceeds from the sale were $705.9 million and the Company recorded a pre-tax gain of $24.3 million on the sale after giving effect to $30.9 million of unearned fees, net of deferred costs, and the sale discount. The $3.5 million increase in mortgage servicing rights income in the first half of 2021 compared to the first half of 2020 was primarily attributable to the Company retaining servicing rights on mortgages originated and sold in the secondary market, beginning in the second quarter of 2020. The $6.5 million decline in residential mortgage banking income, net, in the second quarter of 2021 compared to the second quarter of 2020 was primarily attributable to pricing compression on loans sold in the secondary market in the 2021 period. The Company recognized $1.2 million in gains on the sale of government guaranteed loans in the first half of 2021 compared to $263 thousand for the same period in 2020, as the Company added a team in the latter part of 2020 primarily focused on this lending segment. Additionally, noninterest income in the second quarter and first half of 2021 included wealth and trust management fee income of $833 thousand and $1.4 million, respectively, which was a business added with the Bay Banks Merger. Other noninterest income in the second quarter of 2021 included a $640 thousand fair value adjustment for one of the Company's investments in a fintech company.

Noninterest Expense. The following tables present a summary of noninterest expense and the dollar and percentage change for the periods stated.

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	For the three months ended
(Dollars in thousands)	June 30, 2021		June 30, 2020		Change $			Change %
Salaries and employee benefits	$	17,642	$	10,846	$	6,796			62.66	%
Occupancy and equipment		1,868		875		993			113.49	%
Data processing		1,534		611		923			151.06	%
Legal, issuer, and regulatory filing		489		296		193			65.20	%
Advertising and marketing		247		129		118			91.47	%
Communications		673		187		486			259.89	%
Audit and accounting fees		291		136		155			113.97	%
FDIC insurance		9		230		(221	)		(96.09	%)
Intangible amortization		506		233		273			117.17	%
Other contractual services		666		179		487			272.07	%
Other taxes and assessments		1,078		245		833			340.00	%
Merger-related		1,237		177		1,060			598.87	%
Other		4,308		1,492		2,816			188.74	%
Total noninterest expense	$	30,548	$	15,636	$	14,912			95.37	%

	For the six months ended
(Dollars in thousands)	June 30, 2021		June 30, 2020		Change $			Change %
Salaries and employee benefits	$	31,651	$	18,006	$	13,645			75.78	%
Occupancy and equipment		3,225		1,732		1,493			86.20	%
Data processing		2,379		994		1,385			139.34	%
Legal, issuer, and regulatory filing		1,065		490		575			117.35	%
Advertising and marketing		537		353		184			52.12	%
Communications		1,041		322		719			223.29	%
Audit and accounting fees		480		179		301			168.16	%
FDIC insurance		352		381		(29	)		(7.61	%)
Intangible amortization		906		376		530			140.96	%
Other contractual services		1,519		354		1,165			329.10	%
Other taxes and assessments		1,426		469		957			204.05	%
Merger-related		10,256		446		9,810			2,199.55	%
Other		6,223		2,714		3,509			129.29	%
Total noninterest expense	$	61,060	$	26,816	$	34,244			127.70	%

Excluding merger-related expenses, noninterest expense increased $13.8 million and $24.4 million for the three and six months ended June 30, 2021, compared to the same periods of 2020, primarily due to the Bay Banks Merger, which occurred in the first quarter of 2021. Higher salaries and employee benefits of $6.8 million and $13.5 million, for the three- and six-month periods ended June 30, 2021 were primarily attributable to employees added in the Bay Banks Merger, employees added to support the Company’s noninterest income business lines, and greater incentive expense. Greater incentive expense included bonuses to reward front-line and support personnel for the efforts made to fulfill PPP loans. Higher noninterest expenses in other categories for both the three and six months ended June 30, 2021 compared to the same periods in 2020 were primarily attributable to the Bay Banks Merger. Other noninterest expenses for both 2021 periods included a $1.5 million loss that resulted from duplicate PPP loan fundings and an increase in the reserve for unfunded commitments. The Company continues to utilize all available remedies for recovering the duplicative PPP loan fundings.

Income Tax Expense. Income tax expense for the three months ended June 30, 2021 and 2020 was $7.7 million and $1.6 thousand, respectively, resulting in an effective income tax rate of 21.2% and 20.9% for the respective periods. For the six months ended June 30, 2021 and 2020, income tax expense was $8.8 million and $1.9 million, respectively, resulting in an effective income tax rate of 21.1% and 21.3% for the respective periods.

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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.

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.

	June 30, 2021						December 31, 2020
(Dollars in thousands)	Amount			Percent			Amount			Percent
Commercial and industrial	$	304,178			16.3	%	$	123,675			12.1	%
Paycheck Protection Program		130,489			7.0	%		292,068			28.5	%
Real estate – construction, commercial		143,215			7.7	%		54,702			5.3	%
Real estate – construction, residential		47,894			2.6	%		18,040			1.8	%
Real estate – mortgage, commercial		672,592			36.1	%		273,499			26.7	%
Real estate – mortgage, residential		490,753			26.4	%		213,404			20.8	%
Real estate – mortgage, farmland		6,537			0.4	%		3,615			0.4	%
Consumer		65,220			3.5	%		46,684			4.4	%
Gross loans		1,860,878			100.0	%		1,025,687			100.0	%
Less: deferred loan fees, net of costs		(1,008	)					(4,271	)
Gross loans, net of deferred loans fees and costs		1,859,870						1,021,416
Less: allowance for loan losses		(13,007	)					(13,827	)
Loans held for investment, net	$	1,846,863					$	1,007,589
Loans held for sale (not included in totals above)	$	146,985					$	148,209

The Company acquired approximately $1.03 billion of loans (at fair value) as of January 31, 2021, as a result of the Bay Banks Merger.

In 2020, the Company participated in the PPP pursuant to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) (“PPP 1”). Through the PPP 1, which is administered by the Small Business Administration (“SBA”), the federal government partnered with banks, including the Bank, to provide over $650 billion to small businesses to support payrolls and other operating expenses. PPP 1 loans have a two-year term if originated prior to June 5, 2020 or a five-year term if originated on or subsequent to June 5, 2020 and earn an annual interest rate of 1%. Banks originating PPP 1 loans earned a processing fee of 1%, 3%, or 5% of the loan amount, depending on the size of the loan. The Company originated PPP 1 loans totaling approximately $363.4 million throughout 2020, and as of June 30, 2021, $115.0 million of PPP 1 loans were outstanding, including those acquired in the Bay Banks Merger. Unamortized fees associated with PPP 1 loans were $69 thousand as of June 30, 2021.

PPP 2 loans have a contractual term of five years and earn an annual interest rate of 1%. Banks originating PPP 2 loans earned processing fees that were tiered depending on the size of the loan. Specifically, processing fees for loans of not more than $50,000 equal 50% of the loan balance or $2,500, whichever is less; processing fees for loans more than $50,000 and not more than $350,000 equaled 5% of the loan balance, and processing fees for loans above $350,000 equaled 3% of the loan balance. As of June 30, 2021, the Company held approximately 600 PPP 2 loans with aggregate principal balances and unamortized fees, net of deferred costs, of $15.7 million and $367 thousand, respectively.

The Company believes that the majority of PPP 1 and PPP 2 loans will be forgiven, in accordance with the terms of the program, and will be paid in full pursuant to the U.S. government guarantee. As of June 30, 2021, no PPP 2 loans had been forgiven.

From the onset of the global COVID-19 pandemic, the Company has proactively addressed the needs of its commercial and individual borrowers by modifying loans allowing for the short-term deferral of principal payments or of principal and interest payments. Pursuant to the CARES Act, banks have the option to temporarily suspend certain requirements of generally accepted accounting principles related to troubled debt restructuring (“TDR”) for a limited

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period of time if certain conditions are met. During 2020, in response to the COVID-19 pandemic, the Company approved over 550 loan deferrals for a total of $110.6 million. In addition, during 2020, Bay Banks approved nearly 400 loan deferrals for approximately $160.0 million. At June 30, 2021, most of these loans were past the deferment period and back on normal payment schedules, and as of June 30, 2021, 16 loans were in deferment for a total of approximately $5.2 million. All loan modifications made by the Company were made on a good faith basis to borrowers who met the requirements for modifications under the CARES Act. As a result of regulatory and accounting guidance regarding such modifications, the loans were not designated as TDRs as of June 30, 2021 and December 31, 2020.

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

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

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

Management believes that the Company’s ALL was adequate as of June 30, 2021 and December 31, 2020. 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.

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The following table presents an analysis of the change in the ALL by loan type as of and for the periods stated.

	For the three months ended						For the six months ended
(Dollars in thousands)	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
ALL, beginning of period	$	13,402		$	4,897		$	13,827		$	4,572
Charge-offs
Commercial and industrial	$	(857	)	$	—		$	(1,216	)	$	—
Real estate – mortgage		(1	)		—			(13	)		—
Consumer		(133	)		(255	)		(396	)		(574	)
Total charge-offs		(991	)		(255	)		(1,625	)		(574	)
Recoveries
Commercial and industrial		394			—			450			1
Real estate – mortgage		87			—			103			—
Consumer		115			64			252			132
Total recoveries		596			64			805			133
Net charge-offs		(395	)		(191	)		(820	)		(441	)
Provision for loan losses		—			3,500			—			4,075
ALL, end of period	$	13,007		$	8,206		$	13,007		$	8,206

The ALL includes specific allowances for impaired loans and a general allowance applicable to all loan categories; however, management has allocated the allowance by loan type to provide an indication of the relative risk characteristics of the loan portfolio. The allocation is an estimate and should not be interpreted as an indication that charge-offs will occur in these amounts, or that the allocation indicates future trends, and does not restrict the usage of the allowance for any specific loan or category. The following table presents the allocation of the ALL by loan category and as a percentage of each category as of the dates stated.

	June 30, 2021					December 31, 2020
(Dollars in thousands)	$		% of Loans			$		% of Loans
Commercial and industrial	$	3,498		1.1	%	$	3,762		3.0	%
Real estate – construction, commercial		752		0.5	%		960		1.8	%
Real estate – construction, residential		78		0.2	%		150		0.8	%
Real estate – mortgage, commercial		6,247		0.9	%		4,215		1.5	%
Real estate – mortgage, residential		758		0.2	%		1,481		0.7	%
Real estate – mortgage, farmland		23		0.4	%		18		0.5	%
Consumer		1,651		2.5	%		3,241		6.9	%
	$	13,007				$	13,827

The information in the table above excludes PPP loans, which carry no ALL as they are fully guaranteed by the U.S. government.

Non-performing Assets. Non-performing assets consist of non-accrual loans, loans past due 90 days and still accruing interest, and other real estate owned (“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 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 three TDRs in the amount of $192 thousand as of June 30, 2021, two of which were classified as TDRs due to a change in interest rate and payment terms and one of which was classified as a TDR due to a change in payment terms. The Company had two TDRs in the amount of $142 thousand as of December 31, 2020 one of which was classified as a TDR due to a change in interest

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rate and payment terms and the other loan due to a change in payment terms. All of these TDRs were performing in accordance with their modified terms at the respective dates and therefore excluded from the non-performing loan and non-performing asset figures in the table below.

The following table presents summary of information pertaining to non-performing assets and certain asset quality ratios as of the periods stated.

(Dollars in thousands)	June 30, 2021			December 31, 2020
Non-accrual loans (1)	$	11,926		$	6,583
Loans past due 90 days and still accruing (1)		1,893			46
Total non-performing loans	$	13,819		$	6,629
OREO		438			—
Total non-performing assets	$	14,257		$	6,629
ALL	$	13,007		$	13,827
Loans held for investment, including PPP loans	$	1,859,870		$	1,021,416
Loans held for investment, excluding PPP loans	$	1,729,677		$	732,883
Total assets	$	2,764,730		$	1,498,258
ALL to total loans held for investment, including PPP loans		0.70	%		1.35	%
ALL to total loans held for investment, excluding PPP loans		0.75	%		1.89	%
ALL to non-performing loans		94.12	%		208.58	%
Non-performing loans to total loans held for investment, including PPP loans		0.74	%		0.65	%
Non-performing loans to total loans held for investment, excluding PPP loans		0.80	%		0.90	%
Non-performing assets to total assets		0.52	%		0.44	%
(1) Excludes PCI loans and accruing TDRs

The decline in the ratio of ALL to total loans held for investment, excluding PPP loans, to June 30, 2021 from December 31, 2020 was primarily attributable to loans acquired in the Bay Banks Merger, as no ALL carried over in the merger. The remaining purchase accounting adjustment (discount) related to loans acquired in the Bay Banks Merger and earlier acquisitions by the Company was $17.0 million at June 30, 2021. The $7.6 million increase in non-performing assets since December 31, 2020 is primarily attributable to commercial loans totaling $5.2 million to the same borrower relationship that were placed on non-accrual status in the second quarter of 2021.

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 $261.3 million as of June 30, 2021, an increase of $151.8 million from $109.5 million at December 31, 2020. The Company acquired approximately $79.5 million of securities at fair value as of the effective date of the Bay Banks Merger.

As of June 30, 2021 and December 31, 2020, 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 $10.8 million and $12.5 million at June 30, 2021 and December 31, 2020, respectively. At June 30, 2021 and December 31, 2020, securities with a fair value of $31.5 million and $29.4 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 June 30, 2021 and December 31, 2020, only investment grade securities were in an unrealized loss position, or 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 and negative conditions 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

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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 in the Company’s investment portfolio as of June 30, 2021 and December 31, 2020.

The Company holds restricted equity investments of the FRB, FHLB, and its correspondent bank. At June 30, 2021, the Company owned $6.0 million of FHLB stock, $4.9 million of FRB stock, and $468 thousand of correspondent bank stock. At December 31, 2020, the Company owned $5.8 million of FHLB stock, $2.2 million of FRB stock, and $248 thousand of correspondent bank stock. The Company also has various other equity investments totaling $1.8 million and $3.0 million as of June 30, 2021 and December 31, 2020, respectively, which are marked to market through the consolidated income statements each reporting period.

The following table presents the composition of the Company’s investment portfolio, at amortized cost, as of the dates stated.

	June 30,					December 31,
	2021					2020
(Dollars in thousands)	Amortized Cost		Percent of total			Amortized Cost		Percent of total
Available-for-sale
State and municipal	$	30,441		11.59	%	$	14,069		12.95	%
U. S. Treasury and agencies		23,570		8.97	%		2,500		2.30	%
Mortgage backed securities		175,940		66.98	%		72,337		66.57	%
Corporate bonds		32,730		12.46	%		19,755		18.18	%
Total investment securities	$	262,681		100.00	%	$	108,661		100.00	%

The following tables present information about the Company’s investment portfolio for the periods stated.

	June 30, 2021
					Weighted		Weighted
					Average Life		Average
(Dollars in thousands)	Amortized Cost		Fair Value		in Years		Yield
Available-for-sale
State and municipal	$	30,441	$	30,606		4.7		0.75	%
U. S. Treasury and agencies		23,570		23,028		7.0		2.56	%
Mortgage backed securities		175,940		174,435		7.5		1.01	%
Corporate bonds		32,730		33,240		3.3		4.84	%
Total investments	$	262,681	$	261,309		4.5		1.83	%
	December 31, 2020
					Weighted		Weighted
					Average Life		Average
(Dollars in thousands)	Amortized Cost		Fair Value		in Years		Yield
Available-for-sale
State and municipal	$	14,069	$	14,259		5.0		1.68	%
U. S. Treasury and agencies		2,500		2,409		9.6		0.87	%
Mortgage backed securities		72,337		72,635		3.8		3.37	%
Corporate bonds		19,755		20,172		3.1		3.10	%
Total investments	$	108,661	$	109,475		5.4		2.26	%

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.

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Total deposits as of June 30, 2021 were $2.19 billion, an increase of $1.25 billion from December 31, 2020, of which $1.03 billion were assumed in the Bay Banks Merger as of the effective date of the merger. The Company's expanding relationships with fintech partners have resulted in over $45.0 million of deposit growth in the first half of 2021.

Approximately 26.1% of the Company’s deposits as of June 30, 2021 were composed of time deposits, as compared to 26.6% as of December 31, 2020. In contrast, approximately 30.2% of the Company’s deposits as of June 30, 2021 were composed of noninterest-bearing demand deposits compared to 35.2% as of December 31, 2020. The reduction in this ratio was primarily attributable to the Bay Banks Merger.

The following table provides the maturity distribution of certificates of deposit of $100,000 or more as of the periods stated.

(Dollars in thousands)	June 30, 2021		December 31, 2020
Maturing in:
3 months or less	$	46,356	$	25,211
Over 3 months through 6 months		75,246		33,963
Over 6 months through 12 months		112,893		24,675
Over 12 months		133,718		92,341
	$	368,213	$	176,190

Borrowings. The following tables present information on the balances and interest rates on total borrowings as of and for the periods stated.

	Six months ended June 30, 2021
(Dollars in thousands)	Period-End Balance		Highest Month-End Balance		Average Balance		Weighted Average Rate
FHLB borrowings	$	125,118	$	220,119	$	186,709		0.54	%
FRB borrowings		97,384		632,540		447,351		0.31	%
	Year ended December 31, 2020
(Dollars in thousands)	Period-End Balance		Highest Month-End Balance		Average Balance		Weighted Average Rate
FHLB borrowings	$	115,000	$	124,000	$	121,033		0.24	%
FRB borrowings		281,650		355,484		223,869		0.35	%

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 $46.1 million as of June 30, 2021 compared to $24.5 million as of December 31, 2020, a $21.6 million increase in the first half of 2021, which was primarily attributable to $31.8 million of subordinated notes assumed in the Bay Banks Merger, partially offset by the Company’s redemption of subordinated notes with an initial aggregate principal balance of $10.0 million in the second quarter of 2021.

Liquidity. Liquidity is essential to the Company’s business. The Company’s liquidity could be impaired by an inability to access the capital markets or by unforeseen outflows of cash, including deposits. This situation may arise due to circumstances that the Company may be unable to control, such as general market disruption, negative views about the financial services industry generally, or an operational problem that affects a third party or the Company. The

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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 which provides guidelines for liquidity management. For the Company’s liquidity management program, it first determines current liquidity position and then forecasts liquidity based on anticipated changes in the balance sheet. In this forecast, the Company expects to maintain a liquidity cushion. Management also 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.

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 $79.0 million and $38.0 million as of June 30, 2021 and December 31, 2020, respectively. These lines bear interest at the prevailing rates for such loan and are cancellable any time by the correspondent Bank. As of June 30, 2021 and December 31, 2020, 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 Company 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 June 30, 2021, the Company had a credit line available of $452.4 million with the FHLB with outstanding advances totaling $125.0 million and letters of credit totaling $59.0 million, leaving the remaining credit availability of $268.4 million as of the same date. The letters of credit are for the benefits of the Commonwealth of Virginia to secure public deposits. As of December 31, 2020, outstanding FHLB advances totaled $115.0 million and letters of credit totaled $20.0 million.

The Company utilizes the FRB PPPLF to fund loans originated under the PPP, which collateralize the advances. As of June 30, 2021 and December 31, 2020, FRB borrowings under this facility totaled $97.4 million and $281.7 million, respectively.

Subsequent to June 30, 2021, the Company delivered notices of redemption to holders of the $6.1 million of subordinated notes that mature on May 28, 2025 that were assumed in the Bank Banks Merger (the “2025 Bay Banks Notes”). The 2025 Bay Banks Notes could be redeemed, at the Company’s option, in whole or in part, without premium or penalty, at any interest payment date on or after May 28, 2020. Such notes will be redeemed at the next interest payment date, September 1, 2021.

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 Bank'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 Basel Committee on Banking Supervision's capital guidelines for U.S. banks (the “Basel III rules”) became effective for the Bank on January 1, 2015, with full compliance

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with all of the requirements phased-in over a multi-year schedule and fully phased-in on 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 2.50% 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 June 30, 2021, 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 June 30, 2021, the most recent regulatory notification, categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. 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.

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.

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2021
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	271,353		13.92	%	$	204,674		10.50	%	$	194,928		10.00	%
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	257,994		13.24	%	$	165,688		8.50	%	$	155,942		8.00	%
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	257,994		13.24	%	$	136,449		7.00	%	$	126,703		6.50	%
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A.	$	257,994		9.23	%	$	111,854		4.00	%	$	139,817		5.00	%

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2020
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	109,219		13.10	%	$	87,574		10.50	%	$	83,404		10.00	%
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	98,751		11.84	%	$	70,893		8.50	%	$	66,723		8.00	%
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	98,751		11.84	%	$	58,383		7.00	%	$	54,213		6.50	%
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A.	$	98,751		8.34	%	$	47,363		4.00	%	$	59,180		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

64

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 June 30, 2021 and December 31, 2020 totaled $298.4 million and $126.0 million, respectively. The majority of the increase since year-end 2020 is attributable to the Bay Banks Merger.

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 June 30, 2021 and December 31, 2020, commitments under outstanding performance stand-by letters of credit totaled $655 thousand and $0, 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 June 30, 2021 and December 31, 2020, commitments under outstanding financial stand-by letters of credit totaled $9.4 million and $6.1 million, respectively. The credit risk of issuing stand-by letters of credit is essentially the same as that involved in extending loans to customers.

Reserves for unfunded commitments as of June 30, 2021 and December 31, 2020 were $352 thousand and $0, respectively, and are included in other liabilities on the consolidated balances sheets.

The Company invests in various partnerships and limited liability companies, may 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 June 30, 2021, the Company has future commitments outstanding totaling $7.8 million related to these investments.

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 LIBOR. 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 (“ALCO”). The ALCO is responsible for monitoring the Company’s interest rate risk in conjunction with liquidity and capital management and in accordance with policies established by the Company’s board of directors.

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 then produces an expected level of net interest income assuming that market rates remain unchanged. This is considered the base case. Next, the model determines what net interest income would be based on specific changes in interest rates. The rate simulations are performed for a two-year period and include 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.

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

65

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.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Not required.

Item 4.Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods required by the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2021 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.

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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 II, Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 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.

On June 24, 2021, a customer of the Bank filed a purported class action complaint against the Bank in the U.S. District Court for the Western District of Virginia, Harrisonburg Division. The complaint alleges, among other things, that the Bank breached its contract with checking account customers by charging improper overdraft fees, and seeks monetary damages, restitution and declaratory relief arising from the alleged assessment and collection of such fees. The complaint also alleges that the aggregate claims of the putative class members exceed $5 million. The outcome of this litigation is uncertain, and the customer-plaintiff and other customers may file additional lawsuits related to their accounts with the Bank. The Company believes the claims are without merit and no loss has been accrued for this lawsuit.

Item 1A. Risk Factors

Other than as set forth below, there have been no material changes to the risk factors disclosed in the 2020 Form 10-K. The following risk factors supplement, and should be read together with, the risk factors disclosed in the 2020 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.

Combining the Company and FVCB may be more difficult, costly or time-consuming than we expect.

On July 14, 2021, the Company entered into a definitive merger agreement to acquire FVCB in an all-stock transaction. Subject to the terms and conditions stated in the merger agreement, upon the consummation of the merger, FVCB will be merged into the Company, with the Company as the surviving corporation (the “merger”), and each share of FVCB common stock will be converted into the right to receive 1.1492 shares of the Company’s common stock. At or immediately following consummation of the merger, FVCB’s wholly-owned banking subsidiary, FVCbank, will be merged with and into the Company’s wholly-owned national bank subsidiary, the Bank, with the Bank as the surviving bank (the “bank merger”).

 The success of the merger will depend, in part, on the Company’s ability to realize the anticipated benefits and cost savings from combining the businesses of the Company and FVCB. To realize such anticipated benefits and cost savings, the Company must successfully combine the businesses of the Company and FVCB in a manner that permits growth opportunities and cost savings to be realized without materially disrupting the existing customer relationships of FVCB or the Company or decreasing revenues due to loss of customers. If the Company is not able to achieve these objectives, the anticipated benefits and cost savings of the merger may not be realized fully, or at all, or may take longer to realize than expected.

 The Company and FVCB have operated, and, until the completion of the merger, will continue to operate, independently, and after the completion of the merger, the Company will integrate FVCB’s business into its own. The integration process in the merger could result in the loss of key employees, the disruption of each party’s ongoing business, inconsistencies in standards, controls, procedures and policies that may adversely affect either party’s ability to maintain relationships with customers and employees or achieve the anticipated benefits of the merger. The loss of key employees could adversely affect the Company’s ability to successfully conduct its business in the markets in which FVCB now operates, which could have an adverse effect on the Company’s financial results and the value of its common stock. If the Company experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized, fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be disruptions that cause the Company and FVCB to lose customers or cause customers to withdraw their deposits from the Company’s or FVCB’s banking subsidiaries, or other unintended consequences that could have a

67

material adverse effect on the Company’s results of operations or financial condition after the merger. These integration matters could have an adverse effect on each of the Company and FVCB during this transition period and for an undetermined period after consummation of the merger.

The Company may not be able to effectively integrate the operations of FVCB into the operations of the Company.

The future operating performance of the Company and the Bank will depend, in part, on the success of the bank merger, which is expected to occur as soon as practicable after the merger. The success of the bank merger will, in turn, depend on a number of factors, including the Company’s ability to (i) integrate the operations and branches of FVCbank and the Bank, (ii) retain the deposits and customers of FVCbank and the Bank, (iii) control the incremental increase in noninterest expense arising from the merger in a manner that enables the combined bank to improve its overall operating efficiencies and (iv) retain and integrate the appropriate personnel of FVCbank into the operations of the Bank. The integration of FVCbank and the Bank following the bank merger will require the dedication of the time and resources of the banks’ management teams and may temporarily distract the management teams’ attention from the day-to-day business of the banks. If the Bank is unable to successfully integrate FVCbank, the Bank may not be able to realize expected operating efficiencies and eliminate redundant costs.

The Company will incur significant transaction and merger-related integration costs in connection with the merger.

The Company expects to incur significant costs associated with completing the merger and integrating the operations of the two companies. The Company and FVCB are continuing to assess the impact of these costs. Although the Company believes that the elimination of duplicate costs, as well as the realization of other efficiencies related to the integration of the businesses, will offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all. If the merger is not completed, the parties would have to recognize these expenses without realizing any of the expected benefits of the merger.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are burdensome on the Company, not presently anticipated or cannot be met.

Before the transactions contemplated by the merger agreement may be completed, various approvals or waivers must be obtained from bank regulatory authorities, including the Federal Reserve, the OCC, and the Virginia Bureau of Financial Institutions. In determining whether to grant these approvals, the applicable regulatory agencies consider a variety of factors, including the competitive impact of the proposal in the relevant geographic and banking markets; financial, managerial and other supervisory considerations of each party; convenience and needs of the communities to be served and the record of insured depository institution subsidiaries under the Community Reinvestment Act of 1977 and related regulations (the “Community Reinvestment Act”); and the effectiveness of the parties in combating money laundering activities. The regulatory approvals or waivers may not be received at all, may not be received in a timely fashion or may contain conditions on the completion of the merger that are not anticipated, cannot be met, or are onerous on the Company, including by delaying completion of the merger or of imposing additional costs on or limiting the revenues of the Company following the merger. Furthermore, such conditions or changes may constitute or be reasonably likely to result in a burdensome condition that may allow the Company to terminate the merger agreement. If the necessary governmental approvals or waivers contain such conditions, the business, financial condition and results of operations of the Company following the merger may be materially adversely affected.

Failure of the merger to be completed, the termination of the merger agreement, or a significant delay in completing the merger could negatively impact the Company.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. These conditions to the consummation of the merger may not be fulfilled and, accordingly, the merger may not be completed. In addition, if the merger is not completed by June 30, 2022, either the Company or FVCB may terminate the merger agreement at any time after that date if the failure of the effective time to occur on or before that date is not caused by any breach of the merger agreement by the party electing to terminate the merger agreement, before or after shareholder approval.

Any delay in completion of the merger may have a material adverse effect on the Company’s business during the pendency of the merger, and on the Company’s business and results of operations following the merger, due to potential diversion of management attention from other opportunities, constraints contained in the merger agreement on the

68

Company’s business during the pendency of the merger, the incurrence of additional merger-related expenses, and negative reactions by markets and customers. If the merger is not completed, the ongoing business, financial condition and results of operations of the Company may be materially adversely affected and the market price of the Company’s common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the merger will be completed.

 In addition, the Company’s business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. If the merger agreement is terminated and the Company’s board of directors seeks another merger or business combination, the Company’s shareholders cannot be certain that the Company will be able to find another company willing to engage in a merger or business combination on more attractive terms than the merger.

The Company will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees, customers (including depositors and borrowers), suppliers and vendors may have an adverse effect on the business, financial condition and results of operations of the Company. These uncertainties may impair the Company’s ability to attract, retain and motivate key personnel and customers (including depositors and borrowers) pending the completion of the merger, as such personnel and customers may experience uncertainty about their future roles and relationships with the Company or the Bank following the merger and the bank merger. Additionally, these uncertainties could cause customers (including depositors and borrowers) to seek to change existing business relationships with FVCB or the Company or fail to extend an existing relationship with FVCB or the Company. Further, competitors may target each party’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the merger and the bank merger.

The merger agreement restricts the Company from taking certain actions without FVCB’s consent while the merger is pending. These restrictions could have a material adverse effect on the Company’s business, financial condition and results of operations, including by limiting the actions that the Company may take to address a business uncertainty while the merger is pending.

Litigation against FVCB or the Company, or the members of the FVCB or the Company board of directors, could prevent or delay the completion of the merger.

Purported shareholder plaintiffs may assert legal claims related to the merger. The results of any such potential legal proceeding would be difficult to predict and such legal proceedings could delay or prevent the merger from being completed in a timely manner. The existence of litigation related to the merger could affect the likelihood of obtaining the required approval from the Company’s and FVCB’s shareholders. Moreover, any litigation could be time consuming and expensive, and could divert attention of the Company’s management team away from the Company’s regular business. Any lawsuit adversely resolved against FVCB, the Company or members of the FVCB or the Company’s board of directors, could cause a significant increase in merger-related costs or otherwise have a material adverse effect on the Company’s business, financial condition and results of operations.

One of the conditions to the consummation of the merger is the absence of any law, order, decree or injunction (whether temporary, preliminary or permanent) or other action taken by the governmental authority of competent jurisdiction that restricts, enjoins or prohibits or makes illegal the consummation of the transactions contemplated by the merger agreement, including the merger. Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed or any regulatory proceeding and a claimant secures injunctive or other relief or a governmental authority issues an order or other directive restricting, prohibiting or making illegal the completion of the transactions contemplated by the merger agreement, including the merger, then such injunctive or other relief may prevent the merger from being completed in a timely manner or at all.

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

None

Item 3. Defaults Upon Senior Securities

None

69

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

2.1	Agreement and Plan of Reorganization, dated as of July 14, 2021, between Blue Ridge Bankshares, Inc. and FVCBankcorp, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed July 15, 2021).
31.1	Rule 13(a)-14(a) Certification of Chief Executive Officer.
31.2	Rule 13(a)-14(a) Certification of Chief Financial Officer.
32.1	Statement of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.Section 1350.
101	The following materials from Blue Ridge Bankshares, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, formatted in Inline Extensible Business Reporting Language (XBRL), include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) related notes (filed herewith).
104	The cover page from Blue Ridge Bankshares, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, formatted in Inline XBRL (included with Exhibit 101).

70

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: August 6, 2021	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

71

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Section 302 Certification

I, Brian K. Plum, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Blue Ridge Bankshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant‘s most recent fiscal quarter (the registrant‘s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant‘s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Brian K. Plum	Date: August 6, 2021
Brian K. Plum
President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Section 302 Certification

I, Judy C. Gavant, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Blue Ridge Bankshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant‘s most recent fiscal quarter (the registrant‘s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant‘s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Judy C. Gavant	Date: August 6, 2021
Judy C. Gavant
Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Blue Ridge Bankshares, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 that based on their knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

/s/ Brian K. Plum

Brian K. Plum

President and Chief Executive Officer

/s/ Judy C. Gavant

Judy C. Gavant

Executive Vice President and Chief Financial Officer

August 6, 2021

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2021	Aug. 01, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Registrant Name	BLUE RIDGE BANKSHARES, INC.
Entity Central Index Key	0000842717
Current Fiscal Year End Date	--12-31
Entity File Number	001-39165
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	54-1470908
Entity Address, Address Line One	1807 Seminole Trail
Entity Address, City or Town	Charlottesville
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22835
City Area Code	540
Local Phone Number	743-6521
Trading Symbol	BRBS
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock, no par value
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		18,777,557
Document Quarterly Report	true
Document Transition Report	false

XML

Consolidated Balance Sheets - USD ($) $ in Thousands		Jun. 30, 2021	Dec. 31, 2020	[1]
ASSETS
Cash and due from banks		$ 296,425	$ 117,945
Federal funds sold		2,273	775
Securities available for sale, at fair value		261,309	109,475
Restricted equity and other investments		13,228	11,173
Loans held for sale		146,985	148,209
Paycheck Protection Program loans, net of deferred fees and costs		130,193	288,533
Loans held for investment, net of deferred fees and costs		1,729,677	732,883
Less allowance for loan losses		(13,007)	(13,827)
Loans held for investment, net		1,716,670	719,056
Accrued interest receivable		11,072	5,428
Other real estate owned		438
Premises and equipment, net		29,551	14,831
Right-of-use asset		6,348	5,328
Bank owned life insurance		46,001	15,724
Goodwill		27,098	19,892
Other intangible assets		8,931	2,922
Mortgage derivative asset		3,143	5,293
Mortgage servicing rights, net		13,149	7,084
Mortgage brokerage receivable		5,264	8,516
Interest rate swap asset		5,072	1,716
Other assets		41,580	16,358
Total assets		2,764,730	1,498,258
Deposits:
Noninterest-bearing demand		660,937	333,051
Interest-bearing demand and money market deposits		812,756	282,263
Savings		143,908	78,352
Time deposits		572,970	251,443
Total deposits		2,190,571	945,109
FHLB borrowings		125,118	115,000
FRB borrowings		97,384	281,650
Subordinated notes, net		46,149	24,506
Lease liability		7,795	5,506
Interest rate swap liability		1,445	2,735
Other liabilities		29,442	15,552
Total liabilities		2,497,904	1,390,058
Commitments and contingencies (Note 14)
Stockholders’ Equity:
Common stock, no par value; 25,000,000 shares authorized; 18,631,073 and 8,577,932 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	[2]	193,259	66,771
Additional paid-in capital		252	252
Retained earnings		70,885	40,688
Accumulated other comprehensive income, net of tax		2,200	264
Total stockholders' equity		266,596	107,975
Noncontrolling interest		230	225
Total stockholders’ equity		266,826	108,200
Total liabilities and stockholders’ equity		$ 2,764,730	$ 1,498,258

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

[2] Common stock as of the periods presented is reflective of the Company’s 3-for-2 stock split effective April 30, 2021.

XML

Consolidated Balance Sheets (Parenthetical)	Jun. 30, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares
Statement Of Financial Position [Abstract]
Common stock, no par value | $ / shares
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares, issued	18,631,073	8,577,932
Common stock, shares, outstanding	18,631,073	8,577,932

XML

Consolidated Statements of Income - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
INTEREST INCOME
Interest and fees on loans		$ 32,591	$ 12,443	$ 53,954	$ 21,987
Interest on taxable securities		1,133	683	2,263	1,513
Interest on nontaxable securities		64	40	116	89
Interest on deposit accounts and federal funds sold		24	1	55	1
Total interest income		33,812	13,167	56,388	23,590
INTEREST EXPENSE
Interest on deposits		1,682	1,650	3,222	3,375
Interest on subordinated notes		868	266	1,498	443
Interest on FHLB and FRB borrowings		800	606	1,189	1,104
Total interest expense		3,350	2,522	5,909	4,922
Net interest income		30,462	10,645	50,479	18,668
Provision for loan losses			3,500		4,075
Net interest income after provision for loan losses		30,462	7,145	50,479	14,593
NONINTEREST INCOME
Gain on sale of Paycheck Protection Program loans		24,315		24,315
Residential mortgage banking income, net		7,254	13,708	16,555	17,569
Mortgage servicing rights		1,707	1,596	5,078	1,596
Gain on sale of guaranteed government loans		143	243	1,217	263
Wealth and trust management		833		1,435
Service charges on deposit accounts		370	183	697	454
Increase in cash surrender value of bank owned life insurance		237	92	401	185
Payroll processing		213	212	483	515
Bank and purchase card, net		299	139	599	271
Other		1,054	180	1,454	341
Total noninterest income		36,425	16,353	52,234	21,194
NONINTEREST EXPENSE
Salaries and employee benefits		17,642	10,846	31,651	18,006
Occupancy and equipment		1,868	875	3,225	1,732
Data processing		1,534	611	2,379	994
Legal, issuer, and regulatory filing		489	296	1,065	490
Advertising and marketing		247	129	537	353
Communications		673	187	1,041	322
Audit and accounting fees		291	136	480	179
FDIC insurance		9	230	352	381
Intangible amortization		506	233	906	376
Other contractual services		666	179	1,519	354
Other taxes and assessments		1,078	245	1,426	469
Merger-related		1,237	177	10,256	446
Other		4,308	1,492	6,223	2,714
Total noninterest expenses		30,548	15,636	61,060	26,816
Income before income tax		36,339	7,862	41,653	8,971
Income tax expense		7,697	1,644	8,774	1,912
Net income		28,642	6,218	32,879	7,059
Net loss (income) attributable to noncontrolling interest		4	4	(5)	(5)
Net income attributable to Blue Ridge Bankshares, Inc.		28,646	6,222	32,874	7,054
Net income available to common stockholders		$ 28,646	$ 6,222	$ 32,874	$ 7,054
Basic earnings per common share (EPS)	[1]	$ 1.54	$ 0.73	$ 1.95	$ 0.83
Diluted earnings per common share (EPS	[1]	$ 1.54	$ 0.73	$ 1.94	$ 0.83

[1] EPS has been adjusted for all periods presented to reflect the Company’s 3-for-2 stock split effective April 30, 2021.

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Consolidated Statements of Income (Parenthetical)	Apr. 30, 2021
Income Statement [Abstract]
Stockholders equity reverse stock split	3-for-2
Stockholders equity note reverse stocks split conversion ratio	1.5

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 28,642	$ 6,218	$ 32,879	$ 7,059
Other comprehensive income:
Gross unrealized gains (losses) on securities available for sale arising during the period	946	(59)	(2,196)	(671)
Deferred income tax (expense) benefit	(199)	12	461	141
Unrealized gains (losses) on securities available for sale arising during the period, net of tax	747	(47)	(1,735)	(530)
Gross unrealized (losses) gains on interest rate swaps	(3,269)	(694)	4,646	(3,858)
Deferred income tax benefit (expense)	687	146	(975)	810
Unrealized (losses) gains on interest rate swaps, net of tax	(2,582)	(548)	3,671	(3,048)
Other comprehensive (loss) income, net of tax	(1,835)	(595)	1,936	(3,578)
Comprehensive net income	26,807	5,623	34,815	3,481
Comprehensive loss (income) attributable to noncontrolling interest	4	4	(5)	(5)
Comprehensive income attributable to Blue Ridge Bankshares, Inc.	$ 26,811	$ 5,627	$ 34,810	$ 3,476

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Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands		Total		Common Stock [Member]		Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss), Net [Member]	Noncontrolling Interest [Member]
Beginning Balance at Dec. 31, 2019		$ 92,337		$ 66,204		$ 252	$ 25,428	$ 229	$ 224
Beginning Balance, Shares at Dec. 31, 2019	[1]			8,487,878
Net income		7,059					7,054		5
Other comprehensive (loss) income, net of tax		(3,578)						(3,578)
Dividends on common stock		(807)					(807)
Restricted stock awards, net of forfeitures		149		$ 149
Restricted stock awards, net of forfeitures, Shares	[1]			(7,446)
Ending Balance at Jun. 30, 2020		95,160		$ 66,353		252	31,675	(3,349)	229
Ending Balance, Shares at Jun. 30, 2020	[1]			8,480,432
Beginning Balance at Mar. 31, 2020		90,274		$ 66,283		252	26,260	(2,754)	233
Beginning Balance, Shares at Mar. 31, 2020	[1]			8,491,478
Net income		6,218					6,222		(4)
Other comprehensive (loss) income, net of tax		(595)						(595)
Dividends on common stock		(807)					(807)
Restricted stock awards, net of forfeitures		70		$ 70
Restricted stock awards, net of forfeitures, Shares	[1]			(11,046)
Ending Balance at Jun. 30, 2020		95,160		$ 66,353		252	31,675	(3,349)	229
Ending Balance, Shares at Jun. 30, 2020	[1]			8,480,432
Beginning Balance at Dec. 31, 2020		$ 108,200	[2]	$ 66,771		252	40,688	264	225
Beginning Balance, Shares at Dec. 31, 2020	[1]			8,577,932
Stock option exercises, Shares		67,031
Ending Balance at Mar. 31, 2021		$ 239,734		$ 192,974		252	42,239	4,035	234
Ending Balance, Shares at Mar. 31, 2021	[1]			18,621,531
Beginning Balance at Dec. 31, 2020		108,200	[2]	$ 66,771		252	40,688	264	225
Beginning Balance, Shares at Dec. 31, 2020	[1]			8,577,932
Net income		32,879					32,874		5
Other comprehensive (loss) income, net of tax		1,936						1,936
Dividends on common stock		(2,677)					(2,677)
Issuance of common stock and other consideration paid in business combination		125,403		$ 125,403
Issuance of common stock and other consideration paid in business combination, Shares	[1]			9,951,743
Stock option exercises		748		$ 748
Stock option exercises, Shares	[1]			82,897
Restricted stock awards, net of forfeitures		337		$ 337
Restricted stock awards, net of forfeitures, Shares	[1]			18,501
Ending Balance at Jun. 30, 2021		266,826		$ 193,259		252	70,885	2,200	230
Ending Balance, Shares at Jun. 30, 2021	[1]			18,631,073
Beginning Balance at Mar. 31, 2021		239,734		$ 192,974		252	42,239	4,035	234
Beginning Balance, Shares at Mar. 31, 2021	[1]			18,621,531
Net income		28,642					28,646		(4)
Other comprehensive (loss) income, net of tax		(1,835)						(1,835)
Stock option exercises		$ 115		$ 115
Stock option exercises, Shares		15,866		15,866	[1]
Restricted stock awards, net of forfeitures		$ 170		$ 170
Restricted stock awards, net of forfeitures, Shares	[1]			(6,324)
Ending Balance at Jun. 30, 2021		$ 266,826		$ 193,259		$ 252	$ 70,885	$ 2,200	$ 230
Ending Balance, Shares at Jun. 30, 2021	[1]			18,631,073

[1] Common stock outstanding as of and for the periods presented is reflective of the Company’s 3-for-2 stock split effective April 30, 2021.

[2] Derived from audited December 31, 2020 Consolidated Financial Statements.

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Consolidated Statements of Changes in Stockholders' Equity (Parenthetical)		1 Months Ended
	Apr. 30, 2021	Apr. 30, 2021	Mar. 31, 2021
Statement Of Stockholders Equity [Abstract]
Stock split description		3-for-2 stock split	In March 2021, the Company’s board of directors approved a three-for-two stock split (“Stock Split”) effected in the form of a 50% stock dividend on the Company’s common stock outstanding paid on April 30, 2021 to shareholders of record as of April 20, 2021.
Stockholders equity note reverse stocks split conversion ratio	1.5	1.5	1.5

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021		Jun. 30, 2020
Cash Flows From Operating Activities
Net income	$ 32,879		$ 7,059
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	1,058		443
Deferred income taxes	(514)		951
Provision for loan losses			4,075
Accretion of fair value adjustments (discounts) on acquired loans	(1,253)		(721)
Amortization of fair value adjustments (premiums) on assumed time deposits	(1,655)		(3)
Amortization of fair value adjustments (premiums) on assumed subordinated notes	(90)
Fair value adjustments on other real estate owned	38
Proceeds from sale of loans held for sale	679,905		315,200
Loans held for sale, originated	(661,703)		(392,926)
Gain on sale of loans held for sale, originated	(13,164)		(12,539)
Gain on sale of Paycheck Protection Program loans	(24,315)
Loss on disposal of premises and equipment	220		4
Investment amortization expense, net	689		559
Amortization of subordinated debt issuance costs	183		20
Intangible amortization	906		376
Increase in cash surrender value of bank owned life insurance	(401)		(185)
Increase in other assets	(10,904)		(16,862)
Increase in other liabilities	5,530		10,057
Net cash provided by (used in) operating activities	7,409		(84,492)
Cash Flows From Investing Activities
Net decrease in federal funds sold	234		28
Purchases of securities available for sale	(107,127)		(8,434)
Proceeds from calls, sales, paydowns and maturities of securities available for sale	28,822		22,276
Proceeds from calls, sales, paydowns and maturities of securities held to maturity			1,210
Proceeds from sale of other real estate owned	101
Proceeds from sale of Paycheck Protection Program loans	705,930
Net change in restricted equity securities	2,560		(1,389)
Net increase in Paycheck Protection Program loans	(482,617)		(350,091)
Net increase in loans held for investment	(6,586)		(6,867)
Purchase of premises and equipment	(791)		(2,212)
Proceeds from sale of premises and equipment	325		6
Purchase of bank owned life insurance	(9,600)
Capital calls of other investments	(1,149)		(211)
Net cash acquired in acquisition of Bay Banks of Virginia, Inc.	44,066
Distributions from other investments	234		2
Net cash provided by (used in) investing activities	174,402		(345,682)
Cash Flows From Financing Activities:
Net increase in demand, savings and other interest-bearing deposits	271,505		230,357
Net (decrease) increase in time deposits	(55,276)		13,469
Common stock dividends paid	(2,677)		(807)
Federal Home Loan Bank advances	606,000		311,900
Federal Home Loan Bank repayments	(606,000)		(312,700)
Federal Reserve Bank advances	434,336		354,412
Federal Reserve Bank repayments	(643,417)
Stock option exercises	748
Payment of subordinated notes issuance costs			(347)
Issuance of subordinated notes			15,000
Redemption of subordinated notes	(8,550)
Net cash (used in) provided by financing activities	(3,331)		611,284
Net increase in cash and due from banks	178,480		181,110
Cash and due from banks at beginning of period	117,945	[1]	60,026
Cash and due from banks at end of period	296,425		241,136
Supplemental Schedule of Cash Flow Information
Cash paid for Interest	5,664		5,056
Cash paid for Income taxes	5,600
Non-cash investing and financing activities:
Unrealized loss on available-for-sale securities	(2,196)		(671)
Transfer of held to maturity securities to available for sale			10,980
Issuance of restricted stock awards, net of forfeitures	337		149
Assets acquired in business combination	1,224,583
Liabilities assumed in business combination	1,107,036
Effective settlement of subordinated notes in business combination	650
Change in goodwill	$ 7,206		$ 23

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

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Organization and Basis of Presentation

6 Months Ended

Jun. 30, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Basis of Presentation

Note 1 – Organization and Basis of Presentation

 Blue Ridge Bankshares, Inc. (the "Company"), a Virginia corporation, was formed in 1988 and is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. The Company is headquartered in Charlottesville, Virginia and conducts its business activities primarily through the branch offices of 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 Bank operates under a national charter and is subject to regulation by the Office of the Comptroller of the Currency (the “OCC”). Consequently, it undergoes periodic examinations by this regulatory authority.

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”).

The Financial Group provides management services for personal and corporate trusts, including estate planning, estate settlement and trust administration, and investment and wealth management services from its Richmond and Kilmarnock, Virginia offices. Products and services include revocable and irrevocable living trusts, testamentary trusts, custodial accounts, investment planning, brokerage services, insurance investment managed accounts, and managed and self-directed individual retirement accounts.

The accompanying unaudited consolidated financial statements of the Company include the accounts of the Bank, the Financial Group, PVB Properties, LLC, and MoneyWise Payroll Solutions, Inc. (net of noncontrolling interest) and were prepared in accordance with accounting principles generally accepted in the United States of America (“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, 2020.

Information contained herein as of June 30, 2021 includes the balances of Bay Banks; information contained herein as of and for the year ended December 31, 2020 does not include the balances of Bay Banks. Information for the six months ended June 30, 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 June 30, 2021.

In March 2021, the Company’s board of directors approved a three-for-two stock split (“Stock Split”) effected in the form of a 50% stock dividend on the Company’s common stock outstanding paid on April 30, 2021 to shareholders of record as of April 20, 2021. Cash was paid in lieu of fractional shares based on the closing price of 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 adjusted to reflect the Stock Split for all periods presented, unless otherwise noted.

Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current year presentations, including the following circumstance. The reclassifications had no effect on net income, net income per share, or shareholders’ equity as previously reported.

Correction of Immaterial Classification Error

During the first quarter of 2021, the Company determined a loan arrangement with a third-party financial institution for the purpose of residential mortgage loan originations, which had been reported on its consolidated balance sheets in loans held for sale, should have been reported as loans held for investment.  

The Company has changed the classification of this loan on its December 31, 2020 consolidated balance sheet to reflect it as held for investment. The change in classification resulted in a $30.4 million decrease from what was

previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 in loans held for sale with a corresponding increase of the same amount in loans held for investment as of December 31, 2020.

The change in classification did not affect the Company’s reported earnings for 2020, the Company does not believe any material allowance for loan losses (“ALL”) would have been necessary for this loan as of December 31, 2020, and the Company believes its ALL was adequate as of December 31, 2020. This reclassification did not change total loans or total assets on the Company’s consolidated balance sheets. The Company evaluated the effect of the incorrect presentation, both qualitatively and quantitatively, and concluded that its previously issued financial statements were not materially misstated due to this change in classification.

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Amendments to the Accounting Standards Codification

6 Months Ended

Jun. 30, 2021

New Accounting Pronouncements And Changes In Accounting Principles [Abstract]

Amendments to the Accounting Standards Codification

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 accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. As a “smaller reporting company” under Securities and Exchange Commission (“SEC”) rules, the Company will be required to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company has formed a cross-functional working group to assess and implement the requirements of ASU 2016-13 by the adoption date. 

In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. This ASU addresses issues raised by stakeholders during the implementation of ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Among other narrow-scope improvements, the new ASU clarifies guidance around how to report expected recoveries. “Expected recoveries” describes a situation in which an organization recognizes a full or partial write-off of the amortized cost basis of a financial asset, but then later determines that the amount written off, or a portion of that amount, will in fact be recovered. While applying the credit losses standard, stakeholders questioned whether expected recoveries were permitted on assets that had already shown credit deterioration at the time of purchase (also known as purchased credit-deteriorated (“PCD”) assets). In response to this question, the ASU permits organizations to record expected recoveries on PCD assets. In addition to other narrow technical improvements, the ASU also reinforces existing guidance that prohibits organizations from recording negative allowances for available-for-sale debt securities. The ASU includes effective dates and transition requirements that vary depending on whether or not an entity has already adopted ASU 2016-13. The Company is currently assessing the impact that ASU 2019-11 will have on its consolidated financial statements.  

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Business Combinations

6 Months Ended

Jun. 30, 2021

Business Combinations [Abstract]

Business Combinations

Note 3 – Business Combinations

On January 31, 2021, the Company completed the Bay Banks Merger, which was accounted for as a business combination. At the effective date of the merger, Bay Banks’ shareholders received 0.5000 shares of the Company’s common stock in exchange for each share of Bay Banks common stock held (“Exchange Ratio”), plus cash in lieu of any fractional shares, resulting in the Company issuing 6,634,495 shares (9,951,743 shares on a post Stock Split basis) with an aggregate fair market value of $124.9 million based on the closing price of the Company’s common stock at January 29, 2021, the last trading day prior to the effective date of the merger, and paying $3.4 thousand in lieu of fractional shares. In addition, options to purchase 198,362 shares of Bay Banks common stock, whether vested or unvested, were converted to options to acquire 99,176 shares of the Company’s common stock (148,764 shares on a post Stock Split basis) at an estimated fair value of $472 thousand as of the merger date. Finally, Bay Banks had previously acquired $1.75 million of the Company’s subordinated notes, while the Bank had previously acquired $1.10 million of Bay Banks’ subordinated notes. In the merger, an effective settlement of the notes occurred in the amount of $650 thousand, which reduced the consideration paid.

The Bay Banks Merger combined two banks with complementary capabilities and geographical focus, thus provided the opportunity for the organization to leverage its existing infrastructure, including people, processes and systems, across a larger asset base.  

The Company has accounted for the Bay Banks Merger under the acquisition method of accounting, whereby the acquired assets and assumed liabilities are recorded by the Company at their estimated fair values as of the effective date of the merger. Fair value estimates were based on management’s assessment of the best information available at the time of determination and are highly subjective.

The following table presents the consideration paid in the merger and the summary balance sheet of Bay Banks as of the date of the merger inclusive of estimated fair value adjustments and the allocation of consideration paid in the merger to the acquired assets and assumed liabilities. Goodwill resulting from the Bay Banks Merger was $7.2 million.

(Dollars in thousands, except per share data)
Consideration paid:				Reference:
Company's common shares issued		9,951,743		A
Purchase price per share	$	12.55		A, B
Value of common stock issued	$	124,928
Estimated fair value of stock options		472
Cash in lieu of fractional shares		3
Total consideration paid	$	125,403
Effective settlement of subordinated notes		(650	)
Total consideration paid less effective settlement of subordinated notes	$	124,753
Fair value of assets acquired:
Cash and due from banks	$	44,066
Federal funds sold		1,732
Certificates of deposit		1,018
Securities available for sale		79,505
Restricted securities		4,385
Loans held for investment		1,030,433		C
Loans held for sale		3,814
Premises and equipment		15,532		D
Right-of-use asset		1,864
Other real estate owned		598
Bank owned life insurance		20,259
Mortgage servicing rights		987
Core deposit intangible		6,850		E
Deferred tax asset, net		2,685		F
Other assets		10,855		G
Total assets	$	1,224,583
Fair value of liabilities assumed:
Deposits	$	1,030,888		H
FHLB borrowings		10,124		I
FRB borrowings		24,815
Subordinated notes		31,850		J
Other liabilities		9,359
Total liabilities	$	1,107,036
Net identifiable assets acquired at fair value	$	117,547
Goodwill	$	7,206

Reference:	Explanation of reference:
A	Common shares issued and purchase price per share are presented on a post Stock Split basis.
B	The value of the shares of the Company's common stock exchanged for shares of Bay Banks’ common stock was based upon the closing price of the Company's common stock at January 29, 2021, the last trading day prior to the date of completion of the merger.
C	Reflective of a $17.9 million (or 1.70%) fair value adjustment (discount) to the amortized cost of the loan portfolio acquired.
D	Reflective of a $4.4 million fair value adjustment (premium) over the net book value of premises and equipment acquired.
E	Core deposit intangible asset recorded to reflect the fair value of nonmaturity deposits, except for time deposits over $100,000, assumed.
F	Reflective of a $2.1 million net deferred tax asset recorded on all fair value adjustments, excluding goodwill, at the statutory federal income tax rate of 21%.
G	Reflective of a $203 thousand fair vale adjustment (premium) on other assets acquired.
H	Reflective of a $5.8 million fair value adjustment (premium) over the book value of time deposits assumed.
I	Reflective of a $124 thousand fair value adjustment (premium) on the $10 million Federal Home Loan Bank of Atlanta ("FHLB") advance assumed.
J	Reflective of a $950 thousand fair value adjustment (premium) over the book value of subordinated notes assumed.

Below are the methods used to determine the fair values of the significant assets acquired and liabilities assumed in the acquisition.

Cash and cash equivalents. The carrying amounts of cash, due from banks, federal funds sold, and certificates of deposit was deemed to be a reasonable estimate of fair value.

Securities available for sale. The estimated fair value of investment securities acquired was based on quoted market and third-party broker provided prices as of the merger date.

Restricted securities. The carrying amount of restricted equity securities was used as a reasonable estimate of fair value. These investments are carried at cost as no active trading market exists.

Loans. The acquired loan portfolio was segregated into two categories for valuation purposes: purchased credit-impaired (“PCI”) and purchased performing loans. PCI loans were identified as those loans that were nonaccrual prior to the business combination and those loans that were identified as potentially impaired. Potentially impaired loans were those loans that were identified during the credit review process where there was an indication that the borrower did not have sufficient cash flows to service the loan in accordance with its terms. Specifically, loans with a risk rating of special mention or worse, loans that had been previously restructured as a troubled debt restructuring (“TDR”), or loans that had a history of delinquent payments were deemed PCI. Performing loans were those loans that were currently performing in accordance with the loan contract and did not exhibit any significant deterioration in credit quality since origination.

For loans that were identified as performing, the fair values were determined using a discounted cash flow analysis (the "income approach"). Performing loans were segmented into pools based on loan type including commercial mortgages, multifamily, commercial and industrial, construction and land development, consumer residential, and consumer nonresidential, and further segmented based on payment structure (fully amortizing, non-fully amortizing balloon, or interest only), rate type (fixed versus variable), and remaining maturity. The estimated cash flows expected to be collected for each loan were determined using a valuation model that included the following key assumptions: prepayment speeds, expected credit loss rates, and discount rates. Prepayment speeds were influenced by many factors including, but not limited to, current yields, historic rate trends, payment types, interest rate type, and the duration of the individual loan. Expected credit loss rates were based on recent and historical default and loss rates observed for loans with similar characteristics, and further influenced by a third-party loan review on a selection of loans within the acquired portfolio. The discount rates used were based on rates market participants may require for cash flows with similar risk characteristics at the acquisition date.

For loans that were identified as PCI, either the above income approach or the asset approach was used. The income approach was used for PCI loans where there was an expectation that the borrower would more likely than not continue to pay based on the current terms of the loan contract. Management used the asset approach for all nonaccrual loans to reflect market participant assumptions. Under the asset approach, the fair value of each loan was determined based on the estimated fair values of the underlying collateral, less estimated costs to sell.

The methods used to estimate the fair values of loans are sensitive to the assumptions and estimates used. While management attempted to use assumptions and estimates that best reflected the acquired loan portfolios and current market conditions, a greater degree of subjectivity is inherent in these values than in those determined in active markets.

The following table presents the purchased performing and PCI loans receivable at the date of the Bay Banks Merger and the fair value adjustments (discounts) recorded immediately following the merger.

	As of January 31, 2021
(Dollars in thousands)	Purchased Performing			PCI			Total
Principal payments receivable	$	936,523		$	111,766		$	1,048,289
Fair value adjustment - credit and interest		(2,784	)		(15,072	)		(17,856	)
Fair value of acquired loans	$	933,739		$	96,694		$	1,030,433

Premises and equipment. Land and buildings (collectively, “premises”) acquired were recorded at estimated fair value as determined by third-party appraisals at or near the merger date. Equipment, including office furniture, computers, and similar assets, were recorded at the their net book values as of the merger date, which approximated fair value.

Bank owned life insurance. The carrying value of bank owned life insurance was deemed to reasonably approximate fair value. These policies are recorded at their cash surrender value, using information provided by the insurance carriers.

Core deposit intangible. Core deposit intangible ("CDI") is the measure of the value of noninterest-bearing checking, savings, interest-bearing checking, money market, and certain certificates of deposits assumed in a business combination. Certificates of deposit with balances over $100,000 and brokered deposits are excluded from evaluation, as the Company determined customer related intangible assets are non-existent for these accounts. The estimated fair value of CDI was based on the present value of the expected cost savings attributable to the core deposit funding relative to an alternative funding source. The CDI is being amortized over an estimated useful life of 10 years, which approximates the existing deposit relationships acquired.

Deposits. The fair values of deposit liabilities with no stated maturity (noninterest-bearing checking, savings, interest-bearing checking, and money market deposits) are equal to the carrying amounts payable on demand. The estimated fair value of the certificates of deposit represents contractual cash flows, discounted to present value using interest rates currently offered by market participants on deposits with similar characteristics and remaining maturities.

FHLB borrowings. The fair value of the FHLB borrowings was estimated by discounting the future cash flows using current interest rates offered for similar advances as of the acquisition date.

FRB borrowings. The fair value of Federal Reserve Bank (“FRB”) borrowings was deemed to approximate its carrying value. These borrowings are pursuant to the FRB’s Paycheck Protection Program Liquidity Facility (“PPPLF”) and there is no comparable borrowing to advances under this facility.

Subordinated notes. The fair value of the subordinated notes was estimated by utilizing recent issuance rates for subordinated debt offerings of similar issuer size near the merger date and adjusted for time to redemption or maturity.

The fair value estimates are subject to change for up to one year after the effective date of the merger, if additional information relative to effective date fair values becomes available. No adjustments have been made to the fair value estimates through June 30, 2021.

Impact of Certain Fair Value Adjustments

The net effect of the amortization and accretion of premiums and discounts associated with the fair value adjustments to assets acquired and liabilities assumed in the Bay Banks Merger had the following effect on the consolidated income statements for the three and six months ended June 30, 2021.

(Dollars in thousands)	For the three months ended June 30, 2021			For the six months ended June 30, 2021
Loans (1)	$	746		$	1,018
Time deposits (2)		951			1,638
FHLB borrowings (3)		4			6
Subordinated notes (4)		55			90
CDI (5)		(331	)		(557	)
Net effect to income before income taxes	$	1,425		$	2,195

(1) Loan discount accretion is included in the Interest and fees on loans section of Interest Income in the consolidated income statements.

(2) Time deposit premium amortization is included in the Interest on deposits section of Interest Expense in the consolidated income statements.

(3) FHLB borrowings premium amortization is included in the Interest on FHLB and FRB borrowings section of Interest Expense in the consolidated income statements.

(4) Subordinated notes premium amortization is included in the Interest on subordinated notes section of Interest Expense in the consolidated income statements.

(5) CDI amortization is included in the Intangible amortization section of Noninterest Expense in the consolidated income statements.

Pro Forma Financial Information

The following table presents the effect of the Bay Banks Merger on the Company on a pro forma basis, as if the merger had occurred at the beginning of the three-month period and six-month period ended June 30, 2021 and 2020. There were no merger-related expenses incurred for the three and six months ended June 30, 2020 related to the Bay Banks Merger. Merger-related expenses of $1.2 million and $10.3 million for the three months and six months ended June 30, 2021, which are included in the Company’s consolidated income statements, are not included in the pro forma information below. Merger-related expenses incurred by Bay Banks prior to the completion of the Bay Banks Merger are not included in the Company’s consolidated income statements and are also not included in the pro forma information below. Net income includes pro forma adjustments for the accretion and amortization of estimated fair value adjustments on acquired loans and assumed time deposits and borrowings, as well as amortization of estimated CDI. An income tax rate of 21% was used in determining pro forma net income.

	For the three months ended
(Dollars in thousands, except per share data)	June 30, 2020
Revenue (net interest income plus noninterest income)	$	39,608
Net income		9,053
Earnings per common share		0.49

	For the six months ended
(Dollars in thousands, except per share data)	June 30, 2021		June 30, 2020
Revenue (net interest income plus noninterest income)	$	105,606	$	64,043
Net income		40,154		11,022
Earnings per common share		2.19		0.60

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Investments

6 Months Ended

Jun. 30, 2021

Schedule Of Investments [Abstract]

Investments

Note 4 – 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.

	June 30, 2021
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale
State and municipal	$	30,441	$	273	$	(108	)	$	30,606
U.S. Treasury and agencies		23,570		1		(543	)		23,028
Mortgage backed securities		175,940		760		(2,265	)		174,435
Corporate bonds		32,730		626		(116	)		33,240
Total investment securities	$	262,681	$	1,660	$	(3,032	)	$	261,309

	December 31, 2020
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale
State and municipal	$	14,069	$	258	$	(68	)	$	14,259
U.S. Treasury and agencies		2,500		—		(91	)		2,409
Mortgage backed securities		72,337		696		(398	)		72,635
Corporate bonds		19,755		469		(52	)		20,172
Total investment securities	$	108,661	$	1,423	$	(609	)	$	109,475

As of June 30, 2021 and December 31, 2020, securities with a fair value of $10.8 million and $12.5 million, respectively, were pledged with the Treasury Board of the Commonwealth of Virginia to secure public deposits.

As of June 30, 2021 and December 31, 2020, securities with a fair value of $31.5 million and $29.4 million, respectively, were pledged to secure the Bank’s borrowing facility with the FHLB.

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.

	June 30, 2021
(Dollars in thousands)	Amortized Cost		Fair Value
Due in one year or less	$	6,351	$	6,352
Due after one year through five years		24,786		24,850
Due after five years through ten years		57,224		57,585
Due after ten years		174,320		172,523
Total	$	262,681	$	261,309

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.

			June 30, 2021
			Less than 12 Months					12 Months or Greater					Total
(Dollars in thousands)	Number of Securities		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
State and municipal		30	$	14,681	$	(108	)	$	—	$	—		$	14,681	$	(108	)
U.S. Treasury and agencies		13		20,368		(543	)		—		—			20,368		(543	)
Mortgage backed securities		64		109,559		(2,254	)		1,219		(11	)		110,778		(2,265	)
Corporate bonds		8		3,950		(116	)		—		—			3,950		(116	)
Total		115	$	148,558	$	(3,021	)	$	1,219	$	(11	)	$	149,777	$	(3,032	)

			December 31, 2020
			Less than 12 Months					12 Months or Greater					Total
(Dollars in thousands)	Number of Securities		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
State and municipal		6	$	3,111	$	(68	)	$	—	$	—		$	3,111	$	(68	)
U.S. Treasury and agencies		1		2,410		(91	)		—		—			2,410		(91	)
Mortgage backed securities		22		20,545		(65	)		8,592		(333	)		29,137		(398	)
Corporate bonds		7		3,242		(7	)		1,955		(45	)		5,197		(52	)
Total		36	$	29,308	$	(231	)	$	10,547	$	(378	)	$	39,855	$	(609	)

The Company reviews for other-than-temporary impairment of its investment securities portfolio at least quarterly. As of June 30, 2021 and December 31, 2020, only investment grade securities were in an unrealized loss position or 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 and negative conditions in the current 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 $6.0 million and $5.8 million as of June 30, 2021 and December 31, 2020, respectively), FRB stock (carrying value of $4.9 million and $2.2 million as of June 30, 2021 and December 31, 2020, respectively), and stock in the Company’s correspondent bank (carrying value of $468 thousand and $248 thousand as of June 30, 2021 and December 31, 2020, respectively). Restricted equity investments are carried at cost. The Company also has various other equity investments totaling $1.8 million and $3.0 million as of June 30, 2021 and December 31, 2020, respectively, which are carried at fair value with any gain or loss reported in the consolidated income statements each reporting period.

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Loans and Allowance for Loan Losses

6 Months Ended

Jun. 30, 2021

Receivables [Abstract]

Loans and Allowance for Loan Losses

Note 5 – Loans and Allowance for Loan Losses

The following table presents loans held for investment as of the dates stated.

(Dollars in thousands)	June 30, 2021			December 31, 2020
Commercial and industrial	$	304,178		$	123,675
Paycheck Protection Program		130,489			292,068
Real estate – construction, commercial		143,215			54,702
Real estate – construction, residential		47,894			18,040
Real estate – mortgage, commercial		672,592			273,499
Real estate – mortgage, residential		490,753			213,404
Real estate – mortgage, farmland		6,537			3,615
Consumer		65,220			46,684
Gross loans		1,860,878			1,025,687
Less: Deferred loan fees, net of costs		(1,008	)		(4,271	)
Total	$	1,859,870		$	1,021,416

In 2020, the Company participated in the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (“PPP 1”). Through the PPP 1, the federal government partnered with banks, including the Bank, to provide over $650 billion to small businesses to support payrolls and other operating expenses. PPP 1 loans have a two-year term if originated prior to June 5, 2020 or a five-year term if originated on or subsequent to June 5, 2020 and earn an annual interest rate of 1%. Banks originating PPP 1 loans earned a processing fee of 1%, 3%, or 5% of the loan amount, depending on the size of the loan. The Company originated approximately $363.4 million in PPP 1 loans in 2020, and as of June 30, 2021, $115.0 million of PPP 1 loans were outstanding, including those acquired in the Bay Banks Merger.

In the first and second quarters of 2021, the Company participated in the PPP pursuant to the Economic Aid Act, passed into law on December 27, 2020 (“PPP 2”), and through June 30, 2021, the Company had funded over 20,000 PPP 2 loans for approximately $728.0 million. PPP 2 loans have a contractual term of five years and earn an annual interest rate of 1%. Banks originating PPP 2 loans earned processing fees that were tiered depending on the size of the loan. Specifically, processing fees for loans of not more than $50,000 equaled 50% of the loan balance or $2,500, whichever was less; processing fees for loans more than $50,000 and not more than $350,000 equaled 5% of the loan balance, and processing fees for loans above $350,000 equaled 3% of the loan balance. Of the PPP 2 loans originated in 2021, approximately 19,500 with principal balances of $712.6 million were sold on June 28, 2021. Gross proceeds from the sale were $705.9 million and the Company recorded a pre-tax gain in noninterest income of $24.3 million on the sale after giving effect to $30.9 million of unamortized fees, net of deferred costs, and the sale discount. As of June 30, 2021, the Company held approximately 600 PPP 2 loans with aggregate principal balances and unamortized fees, net of deferred costs, of $15.7 million and $367 thousand, respectively.  

The Company believes that the majority of PPP 1 and PPP 2 loans will be forgiven, in accordance with the terms of the program, and will be paid in full pursuant to the U.S. government guarantee.  

The Company is accounting for the PPP processing fees in accordance with ASC 310-20, Receivables - Nonrefundable Fees and Other Costs, which requires fees, net of costs, to be deferred and amortized as a component of loan yield over the expected life of the loans, which the Company believes is 1.5 years for PPP 1 loans and one to three years for PPP 2 loans, depending on the individual loan balance. Of the $11.5 million of processing fees received in 2020 for PPP 1 loans, approximately $69 thousand of unamortized fees remain as of June 30, 2021, with $1.1 million and $3.3 million recognized as a component of interest income for the three and six months ended June 30, 2021, respectively. PPP 2 processing fees, net of costs, totaled $40.8 million through the first half of 2021, of which $8.4 million and $9.5 million were recognized as interest income for the three and six months ended June 30, 2021, respectively, and $30.9 million was recognized as part of the gain on sale in the second quarter of 2021.

From the onset of the global COVID-19 pandemic, the Company has proactively addressed the needs of its commercial and individual borrowers by modifying loans allowing for the short-term deferral of principal payments or of principal and interest payments. Pursuant to the CARES Act and the Economic Aid Act, banks have the option to temporarily suspend certain requirements of GAAP related to TDRs to the earlier of January 1, 2022 or the date that is

60 days after the date on which the national emergency terminates if certain conditions are met. All loan modifications made by the Company were made on a good faith basis to borrowers who met the requirements for modifications under the CARES Act. As a result of regulatory and accounting guidance regarding such modifications, the loans were not designated as TDRs as of June 30, 2021 and December 31, 2020. In response to the COVID-19 pandemic, during 2020, the Company approved over 550 loan deferrals for a total of $110.6 million. In addition, Bay Banks approved nearly 400 loan deferrals for approximately $160.0 million. Most of these loans are now past the deferment period and are back on normal payment schedules, and as of June 30, 2021, 16 loans were in deferment for a total of approximately $5.2 million.  

The Company has pledged certain commercial and residential mortgages as collateral for borrowings with the FHLB. Loans totaling $598.4 million and $213.3 million were pledged as of June 30, 2021 and December 31, 2020, respectively. Additionally, PPP loans were pledged as collateral for PPPLF advances in the amount of $97.4 million and $281.6 million as of June 30, 2021 and December 31, 2020, respectively.

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 PCI loans. The following table presents the outstanding principal balance and related recorded investment of these acquired loans included in the consolidated balance sheets as of the dates stated.

(Dollars in thousands)	June 30, 2021		December 31, 2020
PCI loans
Outstanding principal balance	$	108,220	$	1,278
Recorded investment		94,163		1,085
Purchased performing loans
Outstanding principal balance		877,755		97,301
Recorded investment		874,825		96,317
Total acquired loans
Outstanding principal balance		985,975		98,579
Recorded investment		968,988		97,402

The following table presents the changes in the accretable yield for PCI loans for the periods stated.

	For the three months ended						For the six months ended
(Dollars in thousands)	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Balance, beginning of period	$	9,439		$	169		$	123		$	185
Additions		—			—			10,030			—
Accretion		(1,625	)		(16	)		(2,465	)		(32	)
Reclassification of nonaccretable difference due to improvement in expected cash flows		2			—			106			—
Other changes, net		14			—			36			—
Balance, end of period	$	7,830		$	153		$	7,830		$	153

The following tables present the aging of the recorded investment of loans held for investment as of the dates stated.

	June 30, 2021
(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Nonaccrual		Total Past Due & Nonaccrual		PCI Loans		Current Loans			Total Loans
Commercial and industrial	$	338	$	332	$	—	$	6,180	$	6,850	$	9,235	$	288,093		$	304,178
Paycheck Protection Program		—		—		—		—		—		—		130,489			130,489
Real estate – construction, commercial		16,593		7		9		89		16,698		22,722		103,795			143,215
Real estate – construction, residential		—		—		451		255		706		—		47,188			47,894
Real estate – mortgage, commercial		2,007		—		28		3,220		5,255		52,945		614,392			672,592
Real estate – mortgage, residential		924		2,182		1,308		1,588		6,002		7,905		476,846			490,753
Real estate – mortgage, farmland		—		—		—		—		—		—		6,537			6,537
Consumer		668		226		97		594		1,585		1,356		62,279			65,220
Less: Deferred loan fees, net of costs		—		—		—		—		—		—		(1,008	)		(1,008	)
Total Loans	$	20,530	$	2,747	$	1,893	$	11,926	$	37,096	$	94,163	$	1,728,611		$	1,859,870

	December 31, 2020
(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Nonaccrual		Total Past Due & Nonaccrual		PCI Loans		Current Loans			Total Loans
Commercial and industrial	$	1,117	$	—	$	—	$	1,310	$	2,427	$	—	$	121,248		$	123,675
Paycheck Protection Program		—		—		—		—		—		—		292,068			292,068
Real estate – construction, commercial		—		—		—		—		—		35		54,667			54,702
Real estate – construction, residential		262		—		—		—		262		—		17,778			18,040
Real estate – mortgage, commercial		771		211		—		3,643		4,625		808		268,066			273,499
Real estate – mortgage, residential		1,062		—		46		881		1,989		242		211,173			213,404
Real estate – mortgage, farmland		—		—		—		—		—		—		3,615			3,615
Consumer		935		334		—		714		1,983		—		44,701			46,684
Less: Deferred loan fees, net of costs		—		—		—				—				(4,271	)		(4,271	)
Total Loans	$	4,147	$	545	$	46	$	6,548	$	11,286	$	1,085	$	1,009,045		$	1,021,416

The following tables present the aging of the recorded investment of PCI loans as of the dates stated.

	June 30, 2021
(Dollars in thousands)	30-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Current Loans		Total Loans
Commercial and industrial	$	—	$	—	$	9,235	$	9,235
Real estate – construction, commercial		13,904		9		8,809		22,722
Real estate – mortgage, commercial		133		28		52,784		52,945
Real estate – mortgage, residential		1,068		1,308		5,529		7,905
Consumer		20		—		1,336		1,356
Total PCI Loans	$	15,125	$	1,345	$	77,693	$	94,163

	December 31, 2020
(Dollars in thousands)	30-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Current Loans		Total Loans
Real estate – construction, commercial		—		—		35		35
Real estate – mortgage, commercial		224		—		584		808
Real estate – mortgage, residential		35		—		207		242
Total PCI Loans	$	259	$	—	$	826	$	1,085

The Company prepares a quarterly analysis of the ALL, with the objective of quantifying portfolio risk into a dollar amount of inherent losses. The ALL is increased through a provision for loan losses charged against income and

decreased by loans charged-off (net of recoveries, if any). Management’s periodic evaluation of the adequacy of the ALL is based on past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions. While management uses the best information available to make evaluations, future adjustments may be necessary, if economic or other conditions differ substantially from the assumptions used. The ALL consists of specific and general components. The specific component relates to loans that are identified as impaired and meet certain other criteria, such as size. For loans that are classified as impaired, an allowance is established when the discounted cash flows or the net realizable value of underlying collateral, which is equal to the estimated fair value less estimated costs to sell, of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and those loans classified that are not individually evaluated for impairment and is based on historical loss experience adjusted for other internal or external influences on credit quality that are not fully reflected in the historical data.

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

PPP loans are fully guaranteed by the U.S. government; therefore, the Company recorded no ALL for these loans as of June 30, 2021 and December 31, 2020. In future periods, the Company may be required to establish an ALL for these loans, which would result in a provision for loan losses charged to earnings.

The following tables present a summary of the loan portfolio individually and collectively evaluated for impairment as of the dates stated.

	June 30, 2021
(Dollars in thousands)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment			Total
Originated and purchased performing loans:
Commercial and industrial	$	4,810	$	290,133		$	294,943
Real estate – construction, commercial		536		119,958			120,494
Real estate – construction, residential		—		47,894			47,894
Real estate – mortgage, commercial		1,378		618,269			619,647
Real estate – mortgage, residential		976		481,871			482,847
Real estate – mortgage, farmland		—		6,537			6,537
Consumer		—		63,864			63,864
Total originated and purchased performing loans		7,700		1,628,526			1,636,226
PCI loans:
Commercial and industrial		—		9,235			9,235
Real estate – construction, commercial		—		22,721			22,721
Real estate – mortgage, commercial		—		52,945			52,945
Real estate – mortgage, residential		—		7,906			7,906
Consumer		—		1,356			1,356
Total PCI loans		—		94,163			94,163
Gross loans		7,700		1,722,689			1,730,389
Less: Deferred loan fees, net of costs		—		(722	)		(722	)
Total	$	7,700	$	1,721,967		$	1,729,667

	December 31, 2020
(Dollars in thousands)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment			Total
Originated and purchased performing loans:
Commercial and industrial	$	234	$	123,441		$	123,675
Real estate – construction, commercial		—		54,667			54,667
Real estate – construction, residential		—		18,040			18,040
Real estate – mortgage, commercial		1,645		271,046			272,691
Real estate – mortgage, residential		452		212,710			213,162
Real estate – mortgage, farmland		—		3,615			3,615
Consumer		—		46,684			46,684
Total originated and purchased performing loans		2,331		730,203			732,534
PCI loans:
Real estate – construction, commercial		—		35			35
Real estate – mortgage, commercial		—		808			808
Real estate – mortgage, residential		—		242			242
Total PCI loans		—		1,085			1,085
Gross loans		2,331		731,288			733,619
Less: Deferred loan fees, net of costs		—		(736	)		(736	)
Total	$	2,331	$	730,552		$	732,883

The tables above exclude gross PPP loans of $130.5 million and $292.1 million as of June 30, 2021 and December 2020, respectively.

The following tables present information related to impaired loans by loan type as of the dates presented.

	June 30, 2021						December 31, 2020
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no specific allowance recorded:
Commercial and industrial	$	4,735	$	4,735	$	—	$	234	$	234	$	144
Real estate – construction, commercial		535		535		—		—		—		—
Real estate – mortgage, commercial		182		182		—		1,645		2,030		—
Real estate – mortgage, residential		919		919		—		452		571		—
With an allowance recorded:
Real estate – mortgage, commercial		1,188		1,188		387		—		—		—
Real estate – mortgage, residential		57		57		57		—		—		—
	$	7,616	$	7,616	$	444	$	2,331	$	2,835	$	144

	For the three months ended
	June 30, 2021				June 30, 2020
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no specific allowance recorded:
Commercial and industrial	$	4,324	$	49	$	—	$	—
Real estate – construction, commercial		537		8		—		—
Real estate – mortgage, commercial		185		3		—		—
Real estate – mortgage, residential		920		7		581		—
With an allowance recorded:
Commercial and industrial		—		—		265		—
Real estate – mortgage, commercial		1,207		17		—		—
Real estate – mortgage, residential		57		—		376		—
	$	7,230	$	84	$	1,222	$	—
	For the six months ended
	June 30, 2021				June 30, 2020
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no specific allowance recorded:
Commercial and industrial	$	4,409	$	99	$	—	$	—
Real estate – construction, commercial		539		16		—		—
Real estate – mortgage, commercial		210		7		—		—
Real estate – mortgage, residential		890		13		581		—
With an allowance recorded:
Commercial and industrial		—		—		265		1
Real estate – mortgage, commercial		1,211		34		—		—
Real estate – mortgage, residential		116		—		376		2
	$	7,375	$	169	$	1,222	$	3

Impaired loans also include certain loans that have been modified in 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 three TDRs in the amount of $192 thousand as of June 30, 2021, two of which were classified as a TDR due to a change in interest rate and payment terms and one of which was classified as a TDR due to a change in payment terms. The Company had two TDRs in the amount of $142 thousand as of December 31, 2020, one of which was classified as a TDR due to a change in interest rate and payment terms and the other loan was classified as a TDR due to a change in payment terms.

The following table presents an analysis of the change in the ALL by loan type as of and for the periods stated.

	For the three months ended						For the six months ended
(Dollars in thousands)	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
ALL, beginning of period	$	13,402		$	4,897		$	13,827		$	4,572
Charge-offs
Commercial and industrial	$	(857	)	$	—		$	(1,216	)	$	—
Real estate – mortgage		(1	)		—			(13	)		—
Consumer		(133	)		(255	)		(396	)		(574	)
Total charge-offs		(991	)		(255	)		(1,625	)		(574	)
Recoveries
Commercial and industrial		394			—			450			1
Real estate – mortgage		87			—			103			—
Consumer		115			64			252			132
Total recoveries		596			64			805			133
Net charge-offs		(395	)		(191	)		(820	)		(441	)
Provision for loan losses		—			3,500			—			4,075
ALL, end of period	$	13,007		$	8,206		$	13,007		$	8,206

The following tables summarize the primary segments of the ALL, segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment for the periods stated

	For the three months ended June 30, 2021
(Dollars in thousands)	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
ALL, beginning of period	$	3,459		$	960		$	150			4,215	$	1,485		$	18	$	3,115		$	13,402
Charge-offs		(857	)		—			—			—		(1	)		—		(133	)		(991	)
Recoveries		394			—			—			79		8			—		115			596
Provision for loan losses		502			(208	)		(72	)		1,953		(734	)		5		(1,446	)		—
ALL, end of period	$	3,498		$	752		$	78		$	6,247	$	758		$	23	$	1,651		$	13,007
Individually evaluated for impairment	$	—		$	—		$	—		$	387	$	57		$	—	$	—		$	444
Collectively evaluated for impairment	$	3,498		$	752		$	78		$	5,860	$	701		$	23	$	1,651		$	12,563

	For the six months ended June 30, 2021
(Dollars in thousands)	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
ALL, beginning of period	$	3,762		$	960		$	150			4,215	$	1,481		$	18	$	3,241		$	13,827
Charge-offs		(1,216	)		—			—			—		(13	)		—		(396	)		(1,625	)
Recoveries		450			—			—			79		24			—		252			805
Provision for loan losses		502			(208	)		(72	)		1,953		(734	)		5		(1,446	)		—
ALL, end of period	$	3,498		$	752		$	78		$	6,247	$	758		$	23	$	1,651		$	13,007
Individually evaluated for impairment	$	—		$	—		$	—		$	387	$	57		$	—	$	—		$	444
Collectively evaluated for impairment	$	3,498		$	752		$	78		$	5,860	$	701		$	23	$	1,651		$	12,563

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, collateral adequacy, credit documentation, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk (loan grade). This analysis typically includes larger non-homogeneous loans, such

as commercial real estate and commercial and industrial loans. This analysis is performed on an ongoing basis as new information is obtained.

The following tables present the Company’s loan portfolio by internal loan grade as of the dates stated.

	June 30, 2021
(Dollars in thousands)	Grade 1 Prime		Grade 2 Desirable		Grade 3 Good		Grade 4 Acceptable		Grade 5 Pass/Watch		Grade 6 Special Mention		Grade 7 Substandard		Total
Commercial and industrial	$	5,324	$	3,578	$	133,649	$	131,944	$	13,441	$	5,787	$	10,455	$	304,178
Paycheck Protection Program		130,489		—		—		—		—		—		—		130,489
Real estate – construction, commercial		—		538		36,043		76,956		8,625		18,988		2,065		143,215
Real estate – construction, residential		108		33		19,401		21,681		6,416		—		255		47,894
Real estate – mortgage, commercial		—		3,766		325,958		235,860		41,193		56,990		8,825		672,592
Real estate – mortgage residential		1,663		9,393		313,336		142,353		14,530		4,158		5,320		490,753
Real estate – mortgage, farmland		384		—		1,172		4,981		—		—		—		6,537
Consumer		354		44		18,655		43,373		1,685		496		613		65,220
Gross loans	$	138,322	$	17,352	$	848,214	$	657,148	$	85,890	$	86,419	$	27,533	$	1,860,878
Less: Deferred loan fees, net of costs																(1,008	)
Total															$	1,859,870

	December 31, 2020
(Dollars in thousands)	Grade 1 Prime		Grade 2 Desirable		Grade 3 Good		Grade 4 Acceptable		Grade 5 Pass/Watch		Grade 6 Special Mention		Grade 7 Substandard		Total
Commercial and industrial	$	844	$	484	$	23,828	$	85,928	$	7,251	$	4	$	5,336	$	123,675
Paycheck Protection Program		292,068		—		—		—		—		—		—		292,068
Real estate – construction, commercial		—		2,143		19,524		26,324		5,916		218		577		54,702
Real estate – construction, residential		—		—		3,073		8,247		6,458		—		262		18,040
Real estate – mortgage, commercial		—		3,994		128,163		114,977		15,799		2,968		7,598		273,499
Real estate – mortgage residential		—		3,583		101,078		100,601		5,750		158		2,234		213,404
Real estate – mortgage, farmland		444		—		1,175		1,996		—		—		—		3,615
Consumer		324		36		17,062		28,033		521		1		707		46,684
Gross loans	$	293,680	$	10,240	$	293,903	$	366,106	$	41,695	$	3,349	$	16,714	$	1,025,687
Less: Deferred loan fees, net of costs																(4,271	)
Total															$	1,021,416

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Goodwill and Other Intangibles

6 Months Ended

Jun. 30, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangibles

Note 6 – 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 5 to 12 years. Goodwill is the only intangible asset with an indefinite life on the consolidated balance sheets.

The following table presents the components of goodwill as of the dates stated.

(Dollars in thousands)	Year of acquisition	June 30, 2021		December 31, 2020
Charlottesville branch acquisition	2011	$	366	$	366
River Bancorp, Inc. acquisition	2016		1,728		1,728
Mortgage business acquisition	2018		600		600
Hammond Insurance Agency acquisition	2019		613		613
Virginia Community Bankshares, Inc. acquisition	2019		16,585		16,585
Bay Banks Merger	2021		7,206		—
		$	27,098	$	19,892

The following table presents information on amortizable intangible assets included on the consolidated balance sheets as of the dates stated.

	Gross					Net
(Dollars in thousands)	Carrying		Accumulated			Carrying
June 30, 2021	Value		Amortization			Value
Core deposit intangibles	$	9,626	$	(2,105	)	$	7,521
Other amortizable intangibles		2,643		(1,233	)		1,410
Total	$	12,269	$	(3,338	)	$	8,931
	Gross					Net
(Dollars in thousands)	Carrying		Accumulated			Carrying
December 31, 2020	Value		Amortization			Value
Core deposit intangibles	$	2,776	$	(1,366	)	$	1,410
Other amortizable intangibles		2,528		(1,016	)		1,512
Total	$	5,304	$	(2,382	)	$	2,922

As a result of the Bay Banks Merger, a core deposit intangible asset of $6.9 million was recorded as of the acquisition date and is being amortized on an accelerated basis over 10 years using the sum-of-years digits method.

Included in other amortizable intangibles were loan servicing assets of $274 thousand and $209 thousand at June 30, 2021 and December 31, 2020, respectively, related to the sale of the government guaranteed portion of certain loans that the Company continues to service. Loan servicing assets of $115 thousand and $189 thousand were added during the six months ended June 30, 2021 and the year ended December 31, 2020, respectively. The amortization of these intangibles is included in interest and fees on loans in the consolidated statement of income.  

The Company retains servicing rights on mortgages originated and sold to the secondary market. The Company records mortgage servicing rights (“MSR”) assets initially at fair value and subsequently accounts for them under the amortization method, pursuant to which an impairment assessment is performed each reporting period. The amortization method requires that the MSR assets be recorded at the lower of cost or fair value. As of June 30, 2021 and December 31, 2020, the carrying value of MSR assets were $13.1 million and $7.1 million, respectively.

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Other Real Estate Owned

6 Months Ended

Jun. 30, 2021

Other Real Estate [Abstract]

Other Real Estate Owned

Note 7 – Other Real Estate Owned

The following table presents the number and carrying values of properties included in other real estate owned (“OREO”) as of the dates stated.

	June 30, 2021				December 31, 2020
	Number of		Carrying		Number of		Carrying
	Properties		Value		Properties		Value
Residential		1	$	—		1	$	—
Land		4		264		—		—
Commercial properties		1		174		—		—
Total other real estate owned		6	$	438		1	$	—

The Company acquired $598 thousand of OREO in the Bay Banks Merger. As of June 30, 2021, the carrying value of the OREO portfolio totaled $438 thousand.

No residential mortgage loans were in the process of foreclosure as of June 30, 2021.

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Borrowings

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Borrowings

Note 8 – Borrowings

FHLB Borrowings

The Bank has a borrowing facility from the FHLB secured by certain real estate loans and pledged securities. The FHLB will lend up to 30% of the Bank’s total assets as of the prior quarter end, subject to certain eligibility requirements, including adequate collateral. Total lendable collateral was $452.4 million as of June 30, 2021. The Bank had borrowings from the FHLB that totaled $125.1 million and $115.0 million as of June 30, 2021 and December 31, 2020, respectively. Of these advances, the Company assumed $10.1 million in the Bay Banks Merger. The borrowings also required the Bank to own $6.0 million and $5.8 million of FHLB stock, as of June 30, 2021 and December 31, 2020, respectively, which is included in restricted equity and other investments on the consolidated balance sheets.

The following table presents information regarding FHLB advances outstanding as of the date stated.

	June 30, 2021
				Stated
			Originated	Interest			Maturity
(Dollars in thousands)	Balance		Date	Rate			Date
Convertible	$	10,118	2/28/2020		0.56	%	2/28/2030
Fixed Rate Credit		15,000	4/1/2021		0.17	%	7/1/2021
Fixed Rate Credit		25,000	5/3/2021		0.16	%	8/2/2021
Fixed Rate Credit		35,000	5/7/2021		0.16	%	8/6/2021
Fixed Rate Credit		10,000	5/28/2021		0.16	%	8/30/2021
Fixed Rate Credit		10,000	5/28/2021		0.16	%	8/30/2021
Fixed Rate Credit		20,000	9/17/2021		0.19	%	9/17/2021
Total FHLB borrowings	$	125,118

As of June 30, 2021, 1-4 family residential loans held for investment with a lendable value of $210.6 million, multi-family residential loans with a lendable value of $35.8 million, commercial real estate loans with a lendable value of $123.6 million, 1-4 family residential loans held for sale with a lendable value of $52.1 million, and securities with a lendable value of $30.2 million were pledged against the available line of credit with the FHLB. The Bank also has letters of credit with the FHLB totaling $59.0 million for the purpose of collateral for public deposits with the Treasury Board of the Commonwealth of Virginia. Outstanding letters of credit reduce the available balance of the borrowing facility with the FHLB, which was $268.4 million as of June 30, 2021.

FRB Borrowings

In the second quarter of 2020, the Company began participating in the FRB’s PPPLF, which allows banks to pledge PPP loans as collateral in exchange for advances. The PPPLF advances are at 100% of the PPP loan value and term, have a fixed annual cost of 35 basis points, and receive favorable regulatory capital treatment. As of June 30, 2021, these FRB borrowings were $97.4 million with maturities ranging from 0.8 to 4.0 years. Of this balance, $24.8 million were assumed by the Company in the Bay Banks Merger. As of December 31, 2020, the Company’s FRB borrowings were $281.6 million with maturities ranging from 1.2 years to 4.5 years.

Other Borrowings

The Company has unsecured lines of credit with correspondent banks, which totaled $79.0 million and $38.0 million at June 30, 2021 and December 31, 2020, respectively. These lines bear interest at the prevailing rates for such loans and are cancellable any time by the correspondent bank. As of June 30, 2021 and December 31, 2020, none of these lines of credit with correspondent banks were drawn upon.

The Company had $46.1 million and $24.5 million of subordinated notes, net, outstanding as of June 30, 2021 and December 31, 2020, respectively. The Company assumed $30.9 million par value (or $31.9 million fair value) of subordinated notes in the Bay Banks Merger, which is composed of an issuance in October 2019 and maturing October 15, 2029 (the “2029 Bay Banks Notes”) and an issuance in May 2015 and maturing May 28, 2025 (the “2025 Bay Banks Notes”).

The Bay Banks 2029 Notes bear interest at 5.625% per annum, through October 14, 2024, payable semi-annually in arrears. From October 15, 2024 through October 14, 2029, or up to an early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month Secured Overnight Funding Rate (“SOFR”) (as defined in the 2029 Bay Banks Notes) plus 433.5 basis points, payable quarterly in arrears. The Bay Banks 2029

Notes are unsecured, subordinated obligations of the Company and rank junior in right of payment to the Company’s existing and future senior indebtedness and rank in parity with the other subordinated notes issued by the Company. Beginning on October 15, 2024 through maturity, the 2029 Bay Banks Notes may be redeemed, at the Company's option, on any scheduled interest payment date. As of June 30, 2021, the net carrying amount of the 2029 Bay Banks Notes was $25.3 million, inclusive of a $830 thousand purchase accounting adjustment (premium) recorded at the effective date of the Bay Banks Merger. For the three and six months ended June 30, 2021, the effective interest rate on the 2029 Bay Banks Notes was 4.72% and 4.73%, respectively, inclusive of the amortization of the purchase accounting adjustment (premium).

The 2025 Bay Banks Notes bear interest, payable on the first of March and September of each year, at a fixed interest rate of 6.50% per year. The Company has the right to redeem the 2025 Bay Banks Notes, in whole or in part, without premium or penalty, at any interest payment date. The 2025 Bay Banks Notes are unsecured, subordinated obligations of the Company and rank junior in right of payment to the Company’s existing and future senior indebtedness and rank in parity with the other subordinated notes issued by the Company. As of June 30, 2021, the net carrying amount of the 2025 Bay Banks Notes was $6.1 million, inclusive of a $30 thousand purchase accounting adjustment (premium). For the three and six months ended June 30, 2021, the effective interest rate on the 2025 Bay Banks Notes was 5.03% and 5.06%, respectively, inclusive of the amortization of the purchase accounting adjustment (premium). Subsequent to June 30, 2021, the Company delivered notices of redemption to the holders of the 2025 Bay Banks Notes. Such notes will be redeemed at the next payment date, September 1, 2021.

On May 28, 2020, the Company issued a subordinated note with a principal amount of $15.0 million which matures on June 1, 2030 (the “2030 Note”). The 2030 Note is an unsecured, subordinated obligation of the Company and ranks junior in right of payment to the Company’s existing and future senior indebtedness and ranks in parity with the other subordinated notes issued by the Company. Beginning on June 1, 2025 through maturity, the 2030 Note may be redeemed, at the Company's option, on any scheduled interest payment date. The aggregate carrying value of the 2030 Note, including capitalized, unamortized debt issuance costs, was $14.4 million as of June 30, 2021. For both the three and six months ended June 30, 2021, the effective interest rate on the 2020 Note was 6.27%.

On November 20, 2015, the Company issued an aggregate of $10.0 million of subordinated notes with a maturity date of December 1, 2025 (the “2025 Notes”). The 2025 Notes could be redeemed in part or in full at any interest payment date on or after December 1, 2020, at the option of the Company. The Company exercised its right to redeem the 2025 Notes in the second quarter of 2021 and repaid the 2025 Notes in full.

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Derivatives

6 Months Ended

Jun. 30, 2021

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivatives

Note 9 – Derivatives

The Company enters into interest rate swap agreements (‘‘swap agreements’’) to facilitate the risk management strategies to accommodate the needs of its banking customers. The Company mitigates the risk of entering into these interest rate swap agreements by entering into equal and offsetting swap agreements with highly-rated third-party financial institutions. These back-to-back interest rate swap agreements are free-standing derivatives and are recorded at fair value in the 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 recorded as other assets and other liabilities on the Company’s consolidated balance sheets as of the dates stated.

	June 30, 2021
(Dollars in thousands)	Notional Amount		Fair Value
Interest rate swap agreement
Receive fixed/pay variable swaps	$	2,076	$	247
Pay fixed/receive variable swaps		2,076		(247	)
	December 31, 2020
(Dollars in thousands)	Notional Amount		Fair Value
Interest rate swap agreement
Receive fixed/pay variable swaps	$	2,100	$	339
Pay fixed/receive variable swaps		2,100		(339	)

The Company entered into various cash flow hedges as defined by ASC 815-20, Derivatives and Hedging. The objective of these interest rate swap agreements was to hedge the risk of variability in the Company’s cash flows attributable to changes in the 3-month LIBOR index rate component of forecasted three-month fixed rate funding advances from the FHLB. The hedging objective was to reduce the interest rate risk associated with the Company’s fixed rate advances from the designation date and through the maturity date. The identified hedge layers are presented in the following table (in thousands). Each hedge layer has a variable receive leg of 3-month LIBOR and a pay fixed leg of 1.80%.

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

At the time the hedges identified in the table above expire, new hedges will begin summarized in the following table (in thousands). Each hedge layer has a variable receive leg of 3-month LIBOR and a pay fixed leg ranging from 0.92% to 0.95%.

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

Beginning in 2020, the Company entered into three additional hedges summarized in the following table (in thousands). Each hedge layer has a variable receive leg of 3-month LIBOR and a pay fixed leg ranging from 0.83% to 0.86%.     

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

The Company has the intent and ability to fund the 3-month rate advances during the term of these cash flow hedges. Interest rate swap assets and liabilities were $5.1 million and $1.4 million, respectively, as of June 30, 2021, and $1.7 million and $2.7 million, respectively, as of December 31, 2020. The Company had cash collateral with the counterparties of $6.0 million included within other assets on the consolidated balance sheets as of June 30, 2021 and December 31, 2020.

The Bank also participates in a “mandatory” delivery program for its government guaranteed and conventional mortgage loans held for sale. Under the mandatory delivery program, loans with interest rate locks are paired with the sale of a to-be-announced mortgage-backed security bearing similar attributes. Under the mandatory delivery program, the

Bank commits to deliver loans to an investor at an agreed upon price after the close of such loans. This differs from a “best efforts” delivery, which sets the sale price with the investor on a loan-by-loan basis when each loan is locked.  The Bank had entered into $97.0 million and $154.3 million of rate lock commitments with borrowers, net of expected fallout, as of June 30, 2021 and December 31, 2020, respectively, and $131.8 million and $97.1 million of closed loan inventory waiting for sale, which were hedged by $232.8 million and $225.0 million in forward to-be-announced mortgage-backed securities as of June 30, 2021 and December 31, 2020, respectively. Mortgage derivative assets totaled $3.1 million and $5.3 million as of June 30, 2021 and December 31, 2020, respectively, and mortgage derivative liabilities, which are included in other liabilities on the consolidated balance sheets, were $300 thousand and $1.6 million as of June 30, 2021 and December 31, 2020, respectively.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

Note 10 – Stock-Based Compensation

The Company has granted restricted stock awards to employees and directors under the Company’s 2017 Equity Incentive Plan. The restricted stock awards are considered fixed awards as the number of shares and fair value is known at the date of grant, and the fair value of the award at the grant date is amortized over the requisite service period. Compensation expense recognized in the consolidated statements of income related to restricted stock awards, net of forfeitures, was $170 thousand and $337 thousand for the three and six months ended June 30, 2021, respectively, and was $70 thousand and $149 thousand for the three and six months ended June 30, 2020, respectively. At June 30, 2021, restricted stock awards relating to 117,338 shares of the Company’s common stock were outstanding and unrecognized compensation expense related to the restricted stock awards at June 30, 2021 totaled $1.1 million.

The Company converted fully vested options to purchase 198,362 shares of Bay Banks common stock into options to acquire 99,176 shares (148,764 on a post Stock Split basis) of the Company’s common stock pursuant to the Bay Banks Merger. The estimated fair value of the converted stock options as of the effective date of the merger was $472 thousand and included in the Bay Banks Merger consideration.

The estimated fair value of $472 thousand was determined using the Black-Scholes Model, which requires the use of assumptions including the risk-free interest rate, expected term, expected volatility (of the underlying stock), and expected dividend yield. The following table presents the ranges and weighted-averages of assumptions used to determine the estimated fair value of the converted stock options in the Bay Banks Merger.

	As of January 31, 2021
	Range	Weighted-average
Risk free interest rate (U.S. Treasury)	0.06% - 0.45%	0.32%
Expected term (years)	0.14 - 5.00	3.89
Expected volatility	21.2% - 38.2%	32.8%
Expected dividend yield	2.85%	2.85%

The weighted-average exercise price and remaining contractual life (in years) of the stock options as of the date of the Bay Banks Merger was $14.83 per stock option ($9.89 on a post Stock Split basis) and 5.47 years, respectively.

During the first and second quarters of 2021, 67,031 and 15,866 stock options were exercised, resulting in 43,732 options outstanding as of June 30, 2021.

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Fair Value

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value

Note 11 – 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.

Rabbi trust assets

As a result of the Bay Banks Merger, the Company acquired and assumed a rabbi trust and 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.

Cash flow hedges (interest rate swaps) hedge against the risk of variability in cash flows attributable to changes in the 3-month LIBOR index rate component of forecasted 3-month fixed rate funding advances from the FHLB. These cash flow hedges 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.

	June 30, 2021
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Securities available for sale
State and municipals	$	30,606	$	—	$	30,606	$	—
U.S. Treasury and agencies		23,028		—		23,028		—
Mortgage backed securities		174,435		—		174,435		—
Corporate bonds		33,240		—		33,240		—
Total securities available for sale	$	261,309	$	—	$	261,309	$	—
Other assets
Rabbi trust assets	$	1,087	$	1,087	$	—	$	—
Mortgage derivative asset		3,143		—		3,143		—
Interest rate swap asset		5,072		—		5,072		—
Other liabilities
Mortgage derivative liability	$	300	$	—	$	300	$	—
Interest rate swap liability		1,445		—		1,445		—

	December 31, 2020
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Securities available for sale
State and municipals	$	14,259	$	—	$	14,259	$	—
U.S. Treasury and agencies		2,409		—		2,409		—
Mortgage backed securities		72,635		—		72,635		—
Corporate bonds		20,172		—		20,172		—
Total securities available for sale	$	109,475	$	—	$	109,475	$	—
Other assets
Mortgage derivative asset	$	5,293	$	—	$	5,293	$	—
Interest rate swap asset		1,716		—		1,716		—
Other liabilities
Mortgage derivative liability	$	1,569	$	—	$	1,569	$	—
Interest rate swap liability		2,735		—		2,735		—

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

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

Mortgage Servicing Rights

The Company records MSR assets initially at fair value and subsequently accounts for them under the amortization method and performs an impairment assessment each reporting period. The amortization method requires that the MSR assets be recorded at the lower of cost or fair value.  

The following tables present the change in MSR assets using Level 3 inputs as of and for the periods stated.

(Dollars in thousands)	MSR Assets
Balance, December 31, 2020	$	7,084
Acquired in Bay Banks Merger		997
Additions		6,407
Write-offs		(328	)
Amortization		(1,011	)
Impairments		—
Fair value adjustments		2,611
Balance, June 30, 2021 - fair value	$	15,760
Balance, June 30, 2021 - amortized cost	$	13,149

(Dollars in thousands)	MSR Assets
Balance, December 31, 2019	$	—
Additions		7,539
Write-offs		(61	)
Amortization		(391	)
Impairments		(3	)
Fair value adjustments		207
Balance, December 31, 2020 - fair value	$	7,291
Balance, December 31, 2020 - amortized cost	$	7,084

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 June 30, 2021 and December 31, 2020, the Company was servicing approximately $1.54 billion and $846.5 million of loans, respectively. Loans are segregated into homogenous pools based on loan term, interest rates, and other similar characteristics. Cash flows are then estimated based on net servicing fee income and utilizing assumed servicing costs and prepayment speeds. The weighted average net servicing fee income of the portfolio was 27.5 basis points as of June 30, 2021. Estimated base annual servicing costs were $65.00 to $80.00 per loan depending on the guarantor. Prepayment speeds in the model are based on empirically derived data for mortgage pool factors and differences between a mortgage pool’s weighted average coupon and its current mortgage rate. The weighted average prepayment speed assumption used in the fair value model was 12.81% as of June 30, 2021. A base discount rate of 9.0% to 12.0% (9.26% weighted average discount rate) was then applied to each pool’s projected future cash flows as of June 30, 2021. The discount rate is intended to represent the estimated market yield for the highest quality grade of comparable servicing. MSR assets are classified as Level 3.

Impaired Loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due will not be collected according to the contractual terms of the loan agreement. The measurement of loss associated with impaired loans can be based on either the discounted cash flows of the loan or the fair value of the collateral, if any, 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). 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 based on the borrower’s financial statements if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statements or aging reports (Level 3). Fair value adjustments are recorded in the period incurred as provision for loan losses on the consolidated statements of income.

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. The agreed upon sales price is considered fair value as all of these loans are under agreements to sell to investors at the time of origination. This amount is generally the loan’s principal amount. Changes in fair value are recognized in the gain on sale of mortgages on the consolidated statements of income.

Other Real Estate Owned

Certain assets such as 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.

	June 30, 2021
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Impaired loans, net	$	7,256	$	—	$	—	$	7,256
Loans held for sale		146,985		—		146,985		—
OREO		438		—		—		438

	December 31, 2020
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Impaired loans, net	$	2,187	$	—	$	—	$	2,187
Loans held for sale		148,209		—		148,209		—

The following tables present quantitative information about Level 3 fair value measurements as of the dates stated.

	Balance as of		Valuation	Unobservable	Weighted
(Dollars in thousands)	June 30, 2021		Technique	Input	Average
Impaired loans, net	$	7,256	Discounted appraised value	Selling costs		10	%
OREO		438	Discounted appraised value	Selling costs		7	%

(Dollars in thousands)	December 31, 2020		Technique	Input	Average
Impaired loans, net	$	2,097	Discounted appraised value	Selling costs		10	%
		90	Discounted cash flows	Discount rate		6	%

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 carrying values of cash and due from banks and federal funds sold are of such short duration that carrying value reasonably approximates fair value (Level 1).

The carrying values of accrued interest receivable and accrued interest payable are of such short duration that carrying value reasonably approximates fair value (Level 2).

The carrying value of restricted equity investments approximates fair value based on the redemption provisions of the issuer (Level 2).

The fair value of the Company’s loan portfolio includes a credit risk assumption in the determination of the fair value of its loans. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. The Company’s loan portfolio is initially fair valued using a segmented approach. The Company divides its loan portfolio into the following categories: variable rate loans, impaired loans, and all other loans. The results are then adjusted to account for credit risk as described above. The fair value of the Company’s loan portfolio also considers illiquidity risk through the use of a discounted cash flow model to compensate for based on certain assumptions included within the discounted cash flow model, primarily the use of discount rates that better capture inherent credit risk over the lifetime of a loan. This consideration of both credit risk and illiquidity

risk provides an estimated exit price for the Company’s loan portfolio. Loans held for investment are reported as Level 3.

There is no credit risk associated with PPP loans as they are fully guaranteed by the U.S. government. Further, the Company believes the PPP loans will be forgiven within 1.5 years for PPP 1 loans and between one and three years for PPP 2 loans, depending on the loan’s balance, and any fair value adjustment for potential interest rate change was considered inconsequential as of June 30, 2021. As a result, the carrying value of PPP loans reasonably approximates fair value (Level 3).

The carrying value of cash surrender value of life insurance reasonably approximates fair value. The Company records these policies at their cash surrender value, which is estimated using information by insurance carriers (Level 2).

The carrying value of noninterest-bearing deposits approximates fair value (Level 1). The carrying values of interest-bearing demand, money market, and savings deposits approximates fair value based on their current pricing and are reported as Level 2. The fair value of certificates of deposits were valued using a discounted cash flow calculation that includes a market rate analysis of the current rates offered by market participants for certificates of deposits that mature in the same period. Time deposits are reported as Level 3.

The fair value of the FHLB borrowings is estimated by discounting the future cash flows using current interest rates offered for similar advances (Level 2).

The fair value of FRB borrowings was approximated as its carrying value as there is no comparable debt to PPPLF advances (Level 2).

The fair value of the Company’s subordinated notes was estimated by utilizing recent issuance rates for subordinated debt offerings of similar issuer size (Level 3).

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

The following tables present the estimated fair values, related carrying amounts, and valuation level of the financial instruments as of the dates stated.

	Carrying Value as of		Fair Value as of		Fair Value Measurements as of June 30, 2021
(Dollars in thousands)	June 30, 2021		June 30, 2021		Level 1		Level 2		Level 3
Financial Assets
Cash and due from banks	$	296,425	$	296,425	$	296,425	$	—	$	—
Federal funds sold		2,273		2,273		2,273		—		—
Securities available for sale		261,309		261,309		—		261,309		—
Restricted equity and other investments		15,310		15,310		—		15,310		—
PPP loans receivable, net		130,193		130,193		—		—		130,193
Loans held for investment, net		1,716,670		1,720,233		—		—		1,720,233
Accrued interest receivable		11,072		11,072		—		11,072		—
Bank owned life insurance		46,001		46,001		—		46,001		—
Financial Liabilities
Noninterest-bearing demand deposits	$	660,937	$	660,937	$	660,937	$	—	$	—
Interest-bearing demand and money market deposits		812,756		812,756		—		812,756		—
Savings deposits		143,908		143,908		—		143,908		—
Time deposits		572,970		578,830		—		—		578,830
FHLB borrowings		125,118		124,884		—		124,884		—
FRB borrowings		97,384		97,384		—		97,384		—
Subordinated notes, net		46,149		49,130		—		—		49,130

	Carrying Value as of		Fair Value as of		Fair Value Measurements as of December 31, 2020
(Dollars in thousands)	December 31, 2020		December 31, 2020		Level 1		Level 2		Level 3
Financial Assets
Cash and due from banks	$	117,945	$	117,945	$	117,945	$	—	$	—
Federal funds sold		775		775		775		—		—
Securities available for sale		109,475		109,475		—		109,475		—
Restricted equity investments		11,173		11,173		—		11,173		—
PPP loans receivable, net		288,533		288,533		—		—		288,533
Loans held for investment, net		719,056		720,396		—		—		720,396
Accrued interest receivable		5,428		5,428		—		5,428		—
Bank owned life insurance		15,724		15,724		—		15,724		—
Financial Liabilities
Noninterest-bearing demand deposits	$	333,051	$	333,051	$	333,051	$	—	$	—
Interest-bearing demand and money market deposits		282,263		282,263		—		282,263
Savings deposits		78,352		78,352		—		78,352		—
Time deposits		251,443		257,647		—		—		257,647
FHLB borrowings		115,000		114,983		—		114,983		—
FRB borrowings		281,650		281,650		—		281,650		—
Subordinated notes, net		24,506		25,830		—		—		25,830

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Leases

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Leases

Note 12 – Leases

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

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

The Company assumed five operating leases for real estate in the Bay Banks Merger. In accordance with ASC 842–Leases, the original classification of each lease was retained and not re-evaluated as part of the accounting for the business combination. The Company measured each of the assumed lease liabilities as if the lease was new, determined the appropriate lease liability and right-of-use asset fair value based on the Company’s incremental borrowing rate at merger date, and obtained independent assessments of favorable or unfavorable market terms for each lease contract.

The following tables present information about the Company’s leases as of and for the periods stated.

(Dollars in thousands)	June 30, 2021
Lease liabilities	$	7,795
Right-of-use asset	$	6,348
Weighted average remaining lease term (years)	6.16
Weighted average discount rate		2.96	%

	For the three months ended				For the six months ended
(Dollars in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Operating lease cost	$	760	$	458	$	1,406	$	889
Total lease cost	$	760	$	458	$	1,406	$	889

The following table presents a maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities as of the date stated.

	As of
(Dollars in thousands)	June 30, 2021
Six months ending December 31, 2021	$	1,370
Twelve months ending December 31, 2022		1,596
Twelve months ending December 31, 2023		1,268
Twelve months ending December 31, 2024		940
Twelve months ending December 31, 2025		786
Thereafter		2,403
Total undiscounted cash flows		8,363
Discount		(568	)
Lease liabilities	$	7,795

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Minimum Regulatory Capital

6 Months Ended

Jun. 30, 2021

Regulatory Matters [Abstract]

Minimum Regulatory Capital

Note 13 – 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 Bank'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 Basel Committee on Banking Supervision's capital guidelines for U.S. banks (the “Basel III rules”) became effective for the Bank on January 1, 2015 with full compliance with all of the requirements phased-in over a multi-year schedule and 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 2.50% 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 June 30, 2021 and December 31, 2020, the Bank met all capital adequacy requirements 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 June 30, 2021, the most recent regulatory notification categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. 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.

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2021
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	271,353		13.92	%	$	204,674		10.50	%	$	194,928		10.00	%
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	257,994		13.24	%	$	165,688		8.50	%	$	155,942		8.00	%
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	257,994		13.24	%	$	136,449		7.00	%	$	126,703		6.50	%
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A.	$	257,994		9.23	%	$	111,854		4.00	%	$	139,817		5.00	%

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2020
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	109,219		13.10	%	$	87,574		10.50	%	$	83,404		10.00	%
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	98,751		11.84	%	$	70,893		8.50	%	$	66,723		8.00	%
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	98,751		11.84	%	$	58,383		7.00	%	$	54,213		6.50	%
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A.	$	98,751		8.34	%	$	47,363		4.00	%	$	59,180		5.00	%

The Company's principal source of funds for dividend payments is dividends received from the Bank. Banking regulations limit the amounts of dividends that may be paid without approval of regulatory agencies.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Commitments and Contingencies

Note 14 – 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 June 30, 2021 and December 31, 2020, the Company had outstanding loan commitments of $294.8 million and $126.0 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 June 30, 2021 and December 31, 2020, commitments under outstanding performance stand-by letters of credit totaled $655 thousand and $0, 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 June 30, 2021 and December 31, 2020, commitments under outstanding financial stand-by letters of credit totaled $9.4 million and $6.1 million, respectively. The credit risk of issuing stand-by letters of credit is essentially the same as that involved in extending loans to customers.

  Reserves for unfunded commitments to borrowers as of June 30, 2021 and December 31, 2020 were $352 thousand and $0, respectively, and are included in other liabilities on the consolidated balance sheets.

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 June 30, 2021, the Company has future commitments outstanding totaling $7.8 million related to these investments.

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Earnings Per Share

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Earnings Per Share

Note 15 – Earnings Per Share

The following table shows the calculation of basic and diluted 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, including those converted and assumed in the Bay Banks Merger. For the three and six months ended June 30, 2021, stock options for 0 and 55,357 shares of the Company’s common stock, respectively, were not included in the computation of diluted earnings per share because their effects would have been anti-dilutive. Weighted average common shares outstanding, basic and dilutive, for all periods presented are presented on a post Stock Split basis.

	For the three months ended				For the six months ended
(Dollars in thousands, except per share data)	June 30, 2021		June 30, 2020		June 30, 2021			June 30, 2020
Net income	$	28,642	$	6,218	$	32,879		$	7,059
Net loss (income) attributable to noncontrolling interest		4		4		(5	)		(5	)
Net income available to common shareholders	$	28,646	$	6,222	$	32,874		$	7,054
Weighted average common shares outstanding, basic		18,624,723		8,489,051		16,890,718			8,492,816
Effect of dilutive securities		21,277		—		27,802			—
Weighted average common shares outstanding, dilutive		18,646,000		8,489,051		16,918,520			8,492,816
Basic earnings per common share	$	1.54	$	0.73	$	1.95		$	0.83
Diluted earnings per common share	$	1.54	$	0.73	$	1.94		$	0.83

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Business Segments

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Business Segments

Note 16 – Business Segments

The Company has identified two primary business segments, which are commercial banking and mortgage banking. Revenues from commercial banking operations consist primarily of interest earned on loans and investment securities and service charges on deposit accounts. Mortgage banking operating revenues consist principally of gains on sales of loans in the secondary market, loan origination fee income, and interest earned on mortgage loans held for sale.

The following tables present revenues and expenses by segment for the periods stated.

	For the three months ended June 30, 2021
(Dollars in thousands)	Commercial Banking		Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
Revenues:
Interest income	$	32,775	$	1,010	$	27		$	—		$	33,812
Gain on sale of Paycheck Protection Program loans		24,315		—		—			—			24,315
Residential mortgage banking income, net		—		7,254		—			—			7,254
Mortgage servicing rights		—		1,707		—			—			1,707
Gain on sale of guaranteed government loans		143		—		—			—			143
Wealth and trust management		833		—		—			—			833
Service charges on deposit accounts		370		—		—			—			370
Increase in cash surrender value of bank owned life insurance		237		—		—			—			237
Payroll processing revenue		213		—		—			—			213
Bank and purchase card, net		299		—		—			—			299
Other income		465		—		651			(62	)		1,054
Total income		59,650		9,971		678			(62	)		70,237
Expenses:
Interest expense		2,425		57		868			0			3,350
Provision for loan losses		—		—		—			—			—
Salaries and employee benefits		10,960		6,682		0			—			17,642
Merger-related		997		—		240			—			1,237
Other		9,060		2,256		415			(62	)		11,669
Total expense		23,442		8,995		1,523			(62	)		33,898
Income (loss) before income taxes		36,208		976		(845	)		—			36,339
Income tax expense (benefit)		7,644		212		(159	)		—			7,697
Net income (loss)	$	28,564	$	764	$	(686	)	$	—		$	28,642
Net loss attributable to    noncontrolling interest		4		—		—			—			4
Net income (loss) attributable to    Blue Ridge Bankshares, Inc.	$	28,568	$	764	$	(686	)	$	—		$	28,646

	For the three months ended June 30, 2020
(Dollars in thousands)	Commercial Banking		Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
Revenues:
Interest income	$	12,433	$	733	$	1		$	—		$	13,167
Residential mortgage banking income, net		—		13,708		—			—			13,708
Mortgage servicing rights		—		1,596								1,596
Gain on sale of guaranteed government loans		243		—		—			—			243
Service charges on deposit accounts		183		—		—			—			183
Increase in cash surrender value of bank owned life insurance		92		—		—			—			92
Payroll processing		212		—		—			—			212
Bank and purchase card, net		139		—		—			—			139
Other		186		—		—			(6	)		180
Total income		13,488		16,037		1			(6	)		29,520
Expenses:
Interest expense		2,187		69		266			—			2,522
Provision for loan losses		3,500		—		—			—			3,500
Salaries and employee benefits		2,988		7,858		—			—			10,846
Merger-related		177		—		—			—			177
Other		2,943		1,676		—			(6	)		4,613
Total expense		11,795		9,603		266			(6	)		21,658
Income (loss) before income taxes		1,693		6,434		(265	)		—			7,862
Income tax expense (benefit)		510		1,352		(218	)		—			1,644
Net income (loss)	$	1,183	$	5,082	$	(47	)	$	—		$	6,218
Net loss attributable to    noncontrolling interest		4		—		—			—			4
Net income (loss) attributable to    Blue Ridge Bankshares, Inc.	$	1,187	$	5,082	$	(47	)	$	—		$	6,222

	For the six months ended June 30, 2021
(Dollars in thousands)	Commercial Banking			Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
Revenues:
Interest income	$	54,482		$	1,830	$	76		$	—		$	56,388
Gain on sale of Paycheck Protection Program loans		24,315			—		—			—			24,315
Residential mortgage banking income, net		—			16,555		—			—			16,555
Mortgage servicing rights		—			5,078		—			—			5,078
Gain on sale of guaranteed government loans		1,217			—		—			—			1,217
Wealth and trust management		1,435			—		—			—			1,435
Service charges on deposit accounts		697			—		—			—			697
Increase in cash surrender value of bank owned life insurance		401			—		—			—			401
Payroll processing		483			—		—			—			483
Bank and purchase card, net		599			—		—			—			599
Other		838			—		703			(87	)		1,454
Total income		84,467			23,463		779			(87	)		108,622
Expenses:
Interest expense		4,296			115		1,498			—			5,909
Provision for loan losses		—			—		—			—			—
Salaries and employee benefits		16,701			14,950		—			—			31,651
Merger-related		9,134			—		1,122			—			10,256
Other		14,230			4,437		573			(87	)		19,153
Total expense		44,361			19,502		3,193			(87	)		66,969
Income (loss) before income taxes		40,106			3,961		(2,414	)		—			41,653
Income tax expense (benefit)		8,407			817		(450	)		—			8,774
Net income (loss)	$	31,699		$	3,144	$	(1,964	)	$	—		$	32,879
Net income attributable to    noncontrolling interest		(5	)		—		—			—			(5	)
Net income (loss) attributable to    Blue Ridge Bankshares, Inc.	$	31,694		$	3,144	$	(1,964	)	$	—		$	32,874

	For the six months ended June 30, 2020
(Dollars in thousands)	Commercial Banking			Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
Revenues:
Interest income	$	22,490		$	1,095	$	5		$	—		$	23,590
Residential mortgage banking income, net		—			17,569		—			—			17,569
Mortgage servicing rights		—			1,596		—			—			1,596
Gain on sale of guaranteed government loans		263			—		—			—			263
Service charges on deposit accounts		454			—		—			—			454
Increase in cash surrender value of bank owned life insurance		185			—		—			—			185
Payroll processing		515			—		—			—			515
Bank and purchase card, net		271			—		—			—			271
Other		353			—		—			(12	)		341
Total income		24,531			20,260		5			(12	)		44,784
Expenses:
Interest expense		4,308			171		443			—			4,922
Provision for loan losses		4,075			—		—			—			4,075
Salaries and employee benefits		6,240			11,766		—			—			18,006
Merger-related		—			—		446			—			446
Other		5,586			2,781		9			(12	)		8,364
Total expense		20,209			14,718		898			(12	)		35,813
Income (loss) before income taxes		4,322			5,542		(893	)		—			8,971
Income tax expense (benefit)		923			1,164		(175	)		—			1,912
Net income (loss)	$	3,399		$	4,378	$	(718	)	$	—		$	7,059
Net income attributable to    noncontrolling interest		(5	)		—		—			—			(5	)
Net income (loss) attributable to    Blue Ridge Bankshares, Inc.	$	3,394		$	4,378	$	(718	)	$	—		$	7,054

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Changes to Accumulated Other Comprehensive Income, Net

6 Months Ended

Jun. 30, 2021

Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]

Changes to Accumulated Other Comprehensive Income, Net

Note 17 – 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 June 30, 2021
(Dollars in thousands)	Net Unrealized Gains (Losses) on Available for Sale Securities			Net Unrealized Gains (Losses) on Interest Rate Swaps			Accumulated Other Comprehensive Income (Loss), net
Balance as of April 1, 2021	$	(1,413	)	$	5,448		$	4,035
Change in net unrealized holding gains on securities available for sale, net of deferred tax expense of $199		747			—			747
Change in net unrealized holding losses on interest rate swaps, net of deferred tax benefit of $687		—			(2,582	)		(2,582	)
Balance as of June 30, 2021	$	(666	)	$	2,866		$	2,200
	For the three months ended June 30, 2020
(Dollars in thousands)	Net Unrealized Gains (Losses) on Available for Sale Securities			Net Unrealized Gains (Losses) on Interest Rate Swaps			Accumulated Other Comprehensive Income (Loss), net
Balance as of April 1, 2020	$	(61	)	$	(2,693	)	$	(2,754	)
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $12		(46	)		—			(46	)
Change in net unrealized holding losses on interest rate swaps, net of deferred tax benefit of $146		—			(549	)		(549	)
Balance as of June 30, 2020	$	(107	)	$	(3,242	)	$	(3,349	)

	For the six months ended June 30, 2021
(Dollars in thousands)	Net Unrealized Gains (Losses) on Available for Sale Securities			Net Unrealized Gains (Losses) on Interest Rate Swaps			Accumulated Other Comprehensive Income (Loss), net
Balance as of January 1, 2021	$	1,069		$	(805	)	$	264
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $461		(1,735	)		—			(1,735	)
Change in net unrealized holding gains on interest rate swaps, net of deferred tax expense of $975		—			3,671			3,671
Balance as of June 30, 2021	$	(666	)	$	2,866		$	2,200
	For the six months ended June 30, 2020
(Dollars in thousands)	Net Unrealized Gains (Losses) on Available for Sale Securities			Net Unrealized Gains (Losses) on Interest Rate Swaps			Accumulated Other Comprehensive Income (Loss), net
Balance as of January 1, 2020	$	423		$	(194	)	$	229
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $141		(530	)		—			(530	)
Change in net unrealized holding losses on interest rate swaps, net of deferred tax benefit of $810		—			(3,048	)		(3,048	)
Balance as of June 30, 2020	$	(107	)	$	(3,242	)	$	(3,349	)

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Legal Matters

6 Months Ended

Jun. 30, 2021

Loss Contingency [Abstract]

Legal Matters

Note 18 – 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 $12 million.” The Company automatically assumed any liability of VCB in connection with this litigation as a result of its 2019 acquisition of VCB. The outcome of this litigation is uncertain, and the plaintiff and other individuals may file additional lawsuits related to the VCB ESOP. The Company believes the claims are without merit and no loss has been accrued for this lawsuit.

On June 24, 2021, a customer of the Bank filed a purported class action complaint against the Bank in the U.S. District Court for the Western District of Virginia, Harrisonburg Division. The complaint alleges, among other things, that the Bank breached its contract with checking account customers by charging improper overdraft fees, and seeks monetary damages, restitution and declaratory relief arising from the alleged assessment and collection of such fees. The complaint also alleges that the aggregate claims of the putative class members exceed $5 million. The outcome of this litigation is uncertain, and the customer-plaintiff and other customers may file additional lawsuits related to their accounts with the Bank. The Company believes the claims are without merit and no loss has been accrued for this lawsuit.

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Subsequent Events

6 Months Ended

Jun. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 19 – Subsequent Events

On July 14, 2021, the Company and FVCBankcorp, Inc. (“FVCB”) jointly announced they had entered into a definitive agreement pursuant to which FVCB will merge with and into the Company in an all-stock merger of equals (the “FVCB Merger”). Pursuant to the agreement, shareholders of FVCB will receive 1.1492 shares of the Company’s common stock for each FVCB share held, with fractional shares paid in cash. The FVCB Merger is subject to customary closing conditions, including regulatory approvals and approval from the shareholders of both companies. The Company anticipates the FVCB Merger will close in the fourth quarter of 2021 or in the first quarter of 2022.

Also on July 14, 2021, the Company declared a quarterly cash dividend of $0.12 per common share, paid on July 30, 2021 to shareholders of record as of the close of business on July 26, 2021.

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Business Combinations (Tables) - Bay Banks [Member]

6 Months Ended

Jun. 30, 2021

Summary of Estimated Fair Value Adjustments of Consideration Paid, Acquired Asset and Assumed Liabilities

The following table presents the consideration paid in the merger and the summary balance sheet of Bay Banks as of the date of the merger inclusive of estimated fair value adjustments and the allocation of consideration paid in the merger to the acquired assets and assumed liabilities. Goodwill resulting from the Bay Banks Merger was $7.2 million.

(Dollars in thousands, except per share data)
Consideration paid:				Reference:
Company's common shares issued		9,951,743		A
Purchase price per share	$	12.55		A, B
Value of common stock issued	$	124,928
Estimated fair value of stock options		472
Cash in lieu of fractional shares		3
Total consideration paid	$	125,403
Effective settlement of subordinated notes		(650	)
Total consideration paid less effective settlement of subordinated notes	$	124,753
Fair value of assets acquired:
Cash and due from banks	$	44,066
Federal funds sold		1,732
Certificates of deposit		1,018
Securities available for sale		79,505
Restricted securities		4,385
Loans held for investment		1,030,433		C
Loans held for sale		3,814
Premises and equipment		15,532		D
Right-of-use asset		1,864
Other real estate owned		598
Bank owned life insurance		20,259
Mortgage servicing rights		987
Core deposit intangible		6,850		E
Deferred tax asset, net		2,685		F
Other assets		10,855		G
Total assets	$	1,224,583
Fair value of liabilities assumed:
Deposits	$	1,030,888		H
FHLB borrowings		10,124		I
FRB borrowings		24,815
Subordinated notes		31,850		J
Other liabilities		9,359
Total liabilities	$	1,107,036
Net identifiable assets acquired at fair value	$	117,547
Goodwill	$	7,206

Reference:	Explanation of reference:
A	Common shares issued and purchase price per share are presented on a post Stock Split basis.
B	The value of the shares of the Company's common stock exchanged for shares of Bay Banks’ common stock was based upon the closing price of the Company's common stock at January 29, 2021, the last trading day prior to the date of completion of the merger.
C	Reflective of a $17.9 million (or 1.70%) fair value adjustment (discount) to the amortized cost of the loan portfolio acquired.
D	Reflective of a $4.4 million fair value adjustment (premium) over the net book value of premises and equipment acquired.
E	Core deposit intangible asset recorded to reflect the fair value of nonmaturity deposits, except for time deposits over $100,000, assumed.
F	Reflective of a $2.1 million net deferred tax asset recorded on all fair value adjustments, excluding goodwill, at the statutory federal income tax rate of 21%.
G	Reflective of a $203 thousand fair vale adjustment (premium) on other assets acquired.
H	Reflective of a $5.8 million fair value adjustment (premium) over the book value of time deposits assumed.
I	Reflective of a $124 thousand fair value adjustment (premium) on the $10 million Federal Home Loan Bank of Atlanta ("FHLB") advance assumed.
J	Reflective of a $950 thousand fair value adjustment (premium) over the book value of subordinated notes assumed.

Summary of Purchased Performing and PCI Loans Receivable

The following table presents the purchased performing and PCI loans receivable at the date of the Bay Banks Merger and the fair value adjustments (discounts) recorded immediately following the merger.

	As of January 31, 2021
(Dollars in thousands)	Purchased Performing			PCI			Total
Principal payments receivable	$	936,523		$	111,766		$	1,048,289
Fair value adjustment - credit and interest		(2,784	)		(15,072	)		(17,856	)
Fair value of acquired loans	$	933,739		$	96,694		$	1,030,433

Summary of Fair Value Adjustments of Acquired Asset and Assumed Liabilities

The net effect of the amortization and accretion of premiums and discounts associated with the fair value adjustments to assets acquired and liabilities assumed in the Bay Banks Merger had the following effect on the consolidated income statements for the three and six months ended June 30, 2021.

(Dollars in thousands)	For the three months ended June 30, 2021			For the six months ended June 30, 2021
Loans (1)	$	746		$	1,018
Time deposits (2)		951			1,638
FHLB borrowings (3)		4			6
Subordinated notes (4)		55			90
CDI (5)		(331	)		(557	)
Net effect to income before income taxes	$	1,425		$	2,195

(1) Loan discount accretion is included in the Interest and fees on loans section of Interest Income in the consolidated income statements.

(2) Time deposit premium amortization is included in the Interest on deposits section of Interest Expense in the consolidated income statements.

(3) FHLB borrowings premium amortization is included in the Interest on FHLB and FRB borrowings section of Interest Expense in the consolidated income statements.

(4) Subordinated notes premium amortization is included in the Interest on subordinated notes section of Interest Expense in the consolidated income statements.

(5) CDI amortization is included in the Intangible amortization section of Noninterest Expense in the consolidated income statements.

Summary of Business Acquisition, Pro Forma Information

The following table presents the effect of the Bay Banks Merger on the Company on a pro forma basis, as if the merger had occurred at the beginning of the three-month period and six-month period ended June 30, 2021 and 2020. There were no merger-related expenses incurred for the three and six months ended June 30, 2020 related to the Bay Banks Merger. Merger-related expenses of $1.2 million and $10.3 million for the three months and six months ended June 30, 2021, which are included in the Company’s consolidated income statements, are not included in the pro forma information below. Merger-related expenses incurred by Bay Banks prior to the completion of the Bay Banks Merger are not included in the Company’s consolidated income statements and are also not included in the pro forma information below. Net income includes pro forma adjustments for the accretion and amortization of estimated fair value adjustments on acquired loans and assumed time deposits and borrowings, as well as amortization of estimated CDI. An income tax rate of 21% was used in determining pro forma net income.

	For the three months ended
(Dollars in thousands, except per share data)	June 30, 2020
Revenue (net interest income plus noninterest income)	$	39,608
Net income		9,053
Earnings per common share		0.49

	For the six months ended
(Dollars in thousands, except per share data)	June 30, 2021		June 30, 2020
Revenue (net interest income plus noninterest income)	$	105,606	$	64,043
Net income		40,154		11,022
Earnings per common share		2.19		0.60

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Investments (Tables)

6 Months Ended

Jun. 30, 2021

Schedule Of Investments [Abstract]

Summary of Amortized Cost and Fair Values of Investment Securities Available for Sale

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.

	June 30, 2021
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale
State and municipal	$	30,441	$	273	$	(108	)	$	30,606
U.S. Treasury and agencies		23,570		1		(543	)		23,028
Mortgage backed securities		175,940		760		(2,265	)		174,435
Corporate bonds		32,730		626		(116	)		33,240
Total investment securities	$	262,681	$	1,660	$	(3,032	)	$	261,309

	December 31, 2020
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale
State and municipal	$	14,069	$	258	$	(68	)	$	14,259
U.S. Treasury and agencies		2,500		—		(91	)		2,409
Mortgage backed securities		72,337		696		(398	)		72,635
Corporate bonds		19,755		469		(52	)		20,172
Total investment securities	$	108,661	$	1,423	$	(609	)	$	109,475

Summary of Investments Classified by Contractual Maturity Date

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.

	June 30, 2021
(Dollars in thousands)	Amortized Cost		Fair Value
Due in one year or less	$	6,351	$	6,352
Due after one year through five years		24,786		24,850
Due after five years through ten years		57,224		57,585
Due after ten years		174,320		172,523
Total	$	262,681	$	261,309

Summary of Unrealized Losses

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.

			June 30, 2021
			Less than 12 Months					12 Months or Greater					Total
(Dollars in thousands)	Number of Securities		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
State and municipal		30	$	14,681	$	(108	)	$	—	$	—		$	14,681	$	(108	)
U.S. Treasury and agencies		13		20,368		(543	)		—		—			20,368		(543	)
Mortgage backed securities		64		109,559		(2,254	)		1,219		(11	)		110,778		(2,265	)
Corporate bonds		8		3,950		(116	)		—		—			3,950		(116	)
Total		115	$	148,558	$	(3,021	)	$	1,219	$	(11	)	$	149,777	$	(3,032	)

			December 31, 2020
			Less than 12 Months					12 Months or Greater					Total
(Dollars in thousands)	Number of Securities		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
State and municipal		6	$	3,111	$	(68	)	$	—	$	—		$	3,111	$	(68	)
U.S. Treasury and agencies		1		2,410		(91	)		—		—			2,410		(91	)
Mortgage backed securities		22		20,545		(65	)		8,592		(333	)		29,137		(398	)
Corporate bonds		7		3,242		(7	)		1,955		(45	)		5,197		(52	)
Total		36	$	29,308	$	(231	)	$	10,547	$	(378	)	$	39,855	$	(609	)

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Loans and Allowance for Loan Losses (Tables)

6 Months Ended

Jun. 30, 2021

Receivables [Abstract]

Summary of Loans Held for Investment

The following table presents loans held for investment as of the dates stated.

(Dollars in thousands)	June 30, 2021			December 31, 2020
Commercial and industrial	$	304,178		$	123,675
Paycheck Protection Program		130,489			292,068
Real estate – construction, commercial		143,215			54,702
Real estate – construction, residential		47,894			18,040
Real estate – mortgage, commercial		672,592			273,499
Real estate – mortgage, residential		490,753			213,404
Real estate – mortgage, farmland		6,537			3,615
Consumer		65,220			46,684
Gross loans		1,860,878			1,025,687
Less: Deferred loan fees, net of costs		(1,008	)		(4,271	)
Total	$	1,859,870		$	1,021,416

Summary of Acquired Loans Included in Consolidated Statement of Condition

The following table presents the outstanding principal balance and related recorded investment of these acquired loans included in the consolidated balance sheets as of the dates stated.

(Dollars in thousands)	June 30, 2021		December 31, 2020
PCI loans
Outstanding principal balance	$	108,220	$	1,278
Recorded investment		94,163		1,085
Purchased performing loans
Outstanding principal balance		877,755		97,301
Recorded investment		874,825		96,317
Total acquired loans
Outstanding principal balance		985,975		98,579
Recorded investment		968,988		97,402

Summary of Changes in Accretable Yield on Purchased Credit Impaired Loans

The following table presents the changes in the accretable yield for PCI loans for the periods stated.

	For the three months ended						For the six months ended
(Dollars in thousands)	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Balance, beginning of period	$	9,439		$	169		$	123		$	185
Additions		—			—			10,030			—
Accretion		(1,625	)		(16	)		(2,465	)		(32	)
Reclassification of nonaccretable difference due to improvement in expected cash flows		2			—			106			—
Other changes, net		14			—			36			—
Balance, end of period	$	7,830		$	153		$	7,830		$	153

Summary of Financing Receivable, Past Due

The following tables present the aging of the recorded investment of loans held for investment as of the dates stated.

	June 30, 2021
(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Nonaccrual		Total Past Due & Nonaccrual		PCI Loans		Current Loans			Total Loans
Commercial and industrial	$	338	$	332	$	—	$	6,180	$	6,850	$	9,235	$	288,093		$	304,178
Paycheck Protection Program		—		—		—		—		—		—		130,489			130,489
Real estate – construction, commercial		16,593		7		9		89		16,698		22,722		103,795			143,215
Real estate – construction, residential		—		—		451		255		706		—		47,188			47,894
Real estate – mortgage, commercial		2,007		—		28		3,220		5,255		52,945		614,392			672,592
Real estate – mortgage, residential		924		2,182		1,308		1,588		6,002		7,905		476,846			490,753
Real estate – mortgage, farmland		—		—		—		—		—		—		6,537			6,537
Consumer		668		226		97		594		1,585		1,356		62,279			65,220
Less: Deferred loan fees, net of costs		—		—		—		—		—		—		(1,008	)		(1,008	)
Total Loans	$	20,530	$	2,747	$	1,893	$	11,926	$	37,096	$	94,163	$	1,728,611		$	1,859,870

	December 31, 2020
(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Nonaccrual		Total Past Due & Nonaccrual		PCI Loans		Current Loans			Total Loans
Commercial and industrial	$	1,117	$	—	$	—	$	1,310	$	2,427	$	—	$	121,248		$	123,675
Paycheck Protection Program		—		—		—		—		—		—		292,068			292,068
Real estate – construction, commercial		—		—		—		—		—		35		54,667			54,702
Real estate – construction, residential		262		—		—		—		262		—		17,778			18,040
Real estate – mortgage, commercial		771		211		—		3,643		4,625		808		268,066			273,499
Real estate – mortgage, residential		1,062		—		46		881		1,989		242		211,173			213,404
Real estate – mortgage, farmland		—		—		—		—		—		—		3,615			3,615
Consumer		935		334		—		714		1,983		—		44,701			46,684
Less: Deferred loan fees, net of costs		—		—		—				—				(4,271	)		(4,271	)
Total Loans	$	4,147	$	545	$	46	$	6,548	$	11,286	$	1,085	$	1,009,045		$	1,021,416

Summary of Recorded Investment of PCI Loans, Past Due

The following tables present the aging of the recorded investment of PCI loans as of the dates stated.

	June 30, 2021
(Dollars in thousands)	30-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Current Loans		Total Loans
Commercial and industrial	$	—	$	—	$	9,235	$	9,235
Real estate – construction, commercial		13,904		9		8,809		22,722
Real estate – mortgage, commercial		133		28		52,784		52,945
Real estate – mortgage, residential		1,068		1,308		5,529		7,905
Consumer		20		—		1,336		1,356
Total PCI Loans	$	15,125	$	1,345	$	77,693	$	94,163

	December 31, 2020
(Dollars in thousands)	30-89 Days Past Due		Greater than 90 Days Past Due & Accruing		Current Loans		Total Loans
Real estate – construction, commercial		—		—		35		35
Real estate – mortgage, commercial		224		—		584		808
Real estate – mortgage, residential		35		—		207		242
Total PCI Loans	$	259	$	—	$	826	$	1,085

Summary of Loan Portfolio Individually and Collectively Evaluated for Impairment

The following tables present a summary of the loan portfolio individually and collectively evaluated for impairment as of the dates stated.

	June 30, 2021
(Dollars in thousands)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment			Total
Originated and purchased performing loans:
Commercial and industrial	$	4,810	$	290,133		$	294,943
Real estate – construction, commercial		536		119,958			120,494
Real estate – construction, residential		—		47,894			47,894
Real estate – mortgage, commercial		1,378		618,269			619,647
Real estate – mortgage, residential		976		481,871			482,847
Real estate – mortgage, farmland		—		6,537			6,537
Consumer		—		63,864			63,864
Total originated and purchased performing loans		7,700		1,628,526			1,636,226
PCI loans:
Commercial and industrial		—		9,235			9,235
Real estate – construction, commercial		—		22,721			22,721
Real estate – mortgage, commercial		—		52,945			52,945
Real estate – mortgage, residential		—		7,906			7,906
Consumer		—		1,356			1,356
Total PCI loans		—		94,163			94,163
Gross loans		7,700		1,722,689			1,730,389
Less: Deferred loan fees, net of costs		—		(722	)		(722	)
Total	$	7,700	$	1,721,967		$	1,729,667

	December 31, 2020
(Dollars in thousands)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment			Total
Originated and purchased performing loans:
Commercial and industrial	$	234	$	123,441		$	123,675
Real estate – construction, commercial		—		54,667			54,667
Real estate – construction, residential		—		18,040			18,040
Real estate – mortgage, commercial		1,645		271,046			272,691
Real estate – mortgage, residential		452		212,710			213,162
Real estate – mortgage, farmland		—		3,615			3,615
Consumer		—		46,684			46,684
Total originated and purchased performing loans		2,331		730,203			732,534
PCI loans:
Real estate – construction, commercial		—		35			35
Real estate – mortgage, commercial		—		808			808
Real estate – mortgage, residential		—		242			242
Total PCI loans		—		1,085			1,085
Gross loans		2,331		731,288			733,619
Less: Deferred loan fees, net of costs		—		(736	)		(736	)
Total	$	2,331	$	730,552		$	732,883

Summary of Impaired Financing Receivables

The following tables present information related to impaired loans by loan type as of the dates presented.

	June 30, 2021						December 31, 2020
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no specific allowance recorded:
Commercial and industrial	$	4,735	$	4,735	$	—	$	234	$	234	$	144
Real estate – construction, commercial		535		535		—		—		—		—
Real estate – mortgage, commercial		182		182		—		1,645		2,030		—
Real estate – mortgage, residential		919		919		—		452		571		—
With an allowance recorded:
Real estate – mortgage, commercial		1,188		1,188		387		—		—		—
Real estate – mortgage, residential		57		57		57		—		—		—
	$	7,616	$	7,616	$	444	$	2,331	$	2,835	$	144

	For the three months ended
	June 30, 2021				June 30, 2020
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no specific allowance recorded:
Commercial and industrial	$	4,324	$	49	$	—	$	—
Real estate – construction, commercial		537		8		—		—
Real estate – mortgage, commercial		185		3		—		—
Real estate – mortgage, residential		920		7		581		—
With an allowance recorded:
Commercial and industrial		—		—		265		—
Real estate – mortgage, commercial		1,207		17		—		—
Real estate – mortgage, residential		57		—		376		—
	$	7,230	$	84	$	1,222	$	—
	For the six months ended
	June 30, 2021				June 30, 2020
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no specific allowance recorded:
Commercial and industrial	$	4,409	$	99	$	—	$	—
Real estate – construction, commercial		539		16		—		—
Real estate – mortgage, commercial		210		7		—		—
Real estate – mortgage, residential		890		13		581		—
With an allowance recorded:
Commercial and industrial		—		—		265		1
Real estate – mortgage, commercial		1,211		34		—		—
Real estate – mortgage, residential		116		—		376		2
	$	7,375	$	169	$	1,222	$	3

Summary of Allowance for Loans Losses

The following table presents an analysis of the change in the ALL by loan type as of and for the periods stated.

	For the three months ended						For the six months ended
(Dollars in thousands)	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
ALL, beginning of period	$	13,402		$	4,897		$	13,827		$	4,572
Charge-offs
Commercial and industrial	$	(857	)	$	—		$	(1,216	)	$	—
Real estate – mortgage		(1	)		—			(13	)		—
Consumer		(133	)		(255	)		(396	)		(574	)
Total charge-offs		(991	)		(255	)		(1,625	)		(574	)
Recoveries
Commercial and industrial		394			—			450			1
Real estate – mortgage		87			—			103			—
Consumer		115			64			252			132
Total recoveries		596			64			805			133
Net charge-offs		(395	)		(191	)		(820	)		(441	)
Provision for loan losses		—			3,500			—			4,075
ALL, end of period	$	13,007		$	8,206		$	13,007		$	8,206

Summary of Primary Segments of ALLL, Loans Individually and Collectively Evaluated for Impairment

The following tables summarize the primary segments of the ALL, segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment for the periods stated

	For the three months ended June 30, 2021
(Dollars in thousands)	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
ALL, beginning of period	$	3,459		$	960		$	150			4,215	$	1,485		$	18	$	3,115		$	13,402
Charge-offs		(857	)		—			—			—		(1	)		—		(133	)		(991	)
Recoveries		394			—			—			79		8			—		115			596
Provision for loan losses		502			(208	)		(72	)		1,953		(734	)		5		(1,446	)		—
ALL, end of period	$	3,498		$	752		$	78		$	6,247	$	758		$	23	$	1,651		$	13,007
Individually evaluated for impairment	$	—		$	—		$	—		$	387	$	57		$	—	$	—		$	444
Collectively evaluated for impairment	$	3,498		$	752		$	78		$	5,860	$	701		$	23	$	1,651		$	12,563

	For the six months ended June 30, 2021
(Dollars in thousands)	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
ALL, beginning of period	$	3,762		$	960		$	150			4,215	$	1,481		$	18	$	3,241		$	13,827
Charge-offs		(1,216	)		—			—			—		(13	)		—		(396	)		(1,625	)
Recoveries		450			—			—			79		24			—		252			805
Provision for loan losses		502			(208	)		(72	)		1,953		(734	)		5		(1,446	)		—
ALL, end of period	$	3,498		$	752		$	78		$	6,247	$	758		$	23	$	1,651		$	13,007
Individually evaluated for impairment	$	—		$	—		$	—		$	387	$	57		$	—	$	—		$	444
Collectively evaluated for impairment	$	3,498		$	752		$	78		$	5,860	$	701		$	23	$	1,651		$	12,563

Summary of Accounts Notes Loans and Financing Receivable

The following tables present the Company’s loan portfolio by internal loan grade as of the dates stated.

	June 30, 2021
(Dollars in thousands)	Grade 1 Prime		Grade 2 Desirable		Grade 3 Good		Grade 4 Acceptable		Grade 5 Pass/Watch		Grade 6 Special Mention		Grade 7 Substandard		Total
Commercial and industrial	$	5,324	$	3,578	$	133,649	$	131,944	$	13,441	$	5,787	$	10,455	$	304,178
Paycheck Protection Program		130,489		—		—		—		—		—		—		130,489
Real estate – construction, commercial		—		538		36,043		76,956		8,625		18,988		2,065		143,215
Real estate – construction, residential		108		33		19,401		21,681		6,416		—		255		47,894
Real estate – mortgage, commercial		—		3,766		325,958		235,860		41,193		56,990		8,825		672,592
Real estate – mortgage residential		1,663		9,393		313,336		142,353		14,530		4,158		5,320		490,753
Real estate – mortgage, farmland		384		—		1,172		4,981		—		—		—		6,537
Consumer		354		44		18,655		43,373		1,685		496		613		65,220
Gross loans	$	138,322	$	17,352	$	848,214	$	657,148	$	85,890	$	86,419	$	27,533	$	1,860,878
Less: Deferred loan fees, net of costs																(1,008	)
Total															$	1,859,870

	December 31, 2020
(Dollars in thousands)	Grade 1 Prime		Grade 2 Desirable		Grade 3 Good		Grade 4 Acceptable		Grade 5 Pass/Watch		Grade 6 Special Mention		Grade 7 Substandard		Total
Commercial and industrial	$	844	$	484	$	23,828	$	85,928	$	7,251	$	4	$	5,336	$	123,675
Paycheck Protection Program		292,068		—		—		—		—		—		—		292,068
Real estate – construction, commercial		—		2,143		19,524		26,324		5,916		218		577		54,702
Real estate – construction, residential		—		—		3,073		8,247		6,458		—		262		18,040
Real estate – mortgage, commercial		—		3,994		128,163		114,977		15,799		2,968		7,598		273,499
Real estate – mortgage residential		—		3,583		101,078		100,601		5,750		158		2,234		213,404
Real estate – mortgage, farmland		444		—		1,175		1,996		—		—		—		3,615
Consumer		324		36		17,062		28,033		521		1		707		46,684
Gross loans	$	293,680	$	10,240	$	293,903	$	366,106	$	41,695	$	3,349	$	16,714	$	1,025,687
Less: Deferred loan fees, net of costs																(4,271	)
Total															$	1,021,416

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Goodwill and Other Intangibles (Tables)

6 Months Ended

Jun. 30, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Components of Goodwill

The following table presents the components of goodwill as of the dates stated.

(Dollars in thousands)	Year of acquisition	June 30, 2021		December 31, 2020
Charlottesville branch acquisition	2011	$	366	$	366
River Bancorp, Inc. acquisition	2016		1,728		1,728
Mortgage business acquisition	2018		600		600
Hammond Insurance Agency acquisition	2019		613		613
Virginia Community Bankshares, Inc. acquisition	2019		16,585		16,585
Bay Banks Merger	2021		7,206		—
		$	27,098	$	19,892

Schedule of Amortizable Intangible Assets

The following table presents information on amortizable intangible assets included on the consolidated balance sheets as of the dates stated.

	Gross					Net
(Dollars in thousands)	Carrying		Accumulated			Carrying
June 30, 2021	Value		Amortization			Value
Core deposit intangibles	$	9,626	$	(2,105	)	$	7,521
Other amortizable intangibles		2,643		(1,233	)		1,410
Total	$	12,269	$	(3,338	)	$	8,931
	Gross					Net
(Dollars in thousands)	Carrying		Accumulated			Carrying
December 31, 2020	Value		Amortization			Value
Core deposit intangibles	$	2,776	$	(1,366	)	$	1,410
Other amortizable intangibles		2,528		(1,016	)		1,512
Total	$	5,304	$	(2,382	)	$	2,922

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Other Real Estate Owned (Tables)

6 Months Ended

Jun. 30, 2021

Other Real Estate [Abstract]

Summary of Number and Carrying Values of Properties in Other Real Estate Owned

The following table presents the number and carrying values of properties included in other real estate owned (“OREO”) as of the dates stated.

	June 30, 2021				December 31, 2020
	Number of		Carrying		Number of		Carrying
	Properties		Value		Properties		Value
Residential		1	$	—		1	$	—
Land		4		264		—		—
Commercial properties		1		174		—		—
Total other real estate owned		6	$	438		1	$	—

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Borrowings (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Schedule of Information Regarding FHLB Advances Outstanding

The following table presents information regarding FHLB advances outstanding as of the date stated.

	June 30, 2021
				Stated
			Originated	Interest			Maturity
(Dollars in thousands)	Balance		Date	Rate			Date
Convertible	$	10,118	2/28/2020		0.56	%	2/28/2030
Fixed Rate Credit		15,000	4/1/2021		0.17	%	7/1/2021
Fixed Rate Credit		25,000	5/3/2021		0.16	%	8/2/2021
Fixed Rate Credit		35,000	5/7/2021		0.16	%	8/6/2021
Fixed Rate Credit		10,000	5/28/2021		0.16	%	8/30/2021
Fixed Rate Credit		10,000	5/28/2021		0.16	%	8/30/2021
Fixed Rate Credit		20,000	9/17/2021		0.19	%	9/17/2021
Total FHLB borrowings	$	125,118

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Derivatives (Tables)

6 Months Ended

Jun. 30, 2021

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Summary Notional and Fair Value of Interest Rate Swaps

The following tables present the notional and fair value of interest rate swap agreements recorded as other assets and other liabilities on the Company’s consolidated balance sheets as of the dates stated.

	June 30, 2021
(Dollars in thousands)	Notional Amount		Fair Value
Interest rate swap agreement
Receive fixed/pay variable swaps	$	2,076	$	247
Pay fixed/receive variable swaps		2,076		(247	)
	December 31, 2020
(Dollars in thousands)	Notional Amount		Fair Value
Interest rate swap agreement
Receive fixed/pay variable swaps	$	2,100	$	339
Pay fixed/receive variable swaps		2,100		(339	)

Summary of Identified Hedge Layers

The identified hedge layers are presented in the following table (in thousands).

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

At the time the hedges identified in the table above expire, new hedges will begin summarized in the following table (in thousands). Each hedge layer has a variable receive leg of 3-month LIBOR and a pay fixed leg ranging from 0.92% to 0.95%.

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

Beginning in 2020, the Company entered into three additional hedges summarized in the following table (in thousands). Each hedge layer has a variable receive leg of 3-month LIBOR and a pay fixed leg ranging from 0.83% to 0.86%.     

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

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Assumptions to Determine Estimated Fair Value of Converted Stock Options

The following table presents the ranges and weighted-averages of assumptions used to determine the estimated fair value of the converted stock options in the Bay Banks Merger.

	As of January 31, 2021
	Range	Weighted-average
Risk free interest rate (U.S. Treasury)	0.06% - 0.45%	0.32%
Expected term (years)	0.14 - 5.00	3.89
Expected volatility	21.2% - 38.2%	32.8%
Expected dividend yield	2.85%	2.85%

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Fair Value (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Summary of Financial Assets Measured at Fair Value on Recurring Basis

The following tables present the balances of financial assets measured at fair value on a recurring basis as of the dates stated.

	June 30, 2021
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Securities available for sale
State and municipals	$	30,606	$	—	$	30,606	$	—
U.S. Treasury and agencies		23,028		—		23,028		—
Mortgage backed securities		174,435		—		174,435		—
Corporate bonds		33,240		—		33,240		—
Total securities available for sale	$	261,309	$	—	$	261,309	$	—
Other assets
Rabbi trust assets	$	1,087	$	1,087	$	—	$	—
Mortgage derivative asset		3,143		—		3,143		—
Interest rate swap asset		5,072		—		5,072		—
Other liabilities
Mortgage derivative liability	$	300	$	—	$	300	$	—
Interest rate swap liability		1,445		—		1,445		—

	December 31, 2020
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Securities available for sale
State and municipals	$	14,259	$	—	$	14,259	$	—
U.S. Treasury and agencies		2,409		—		2,409		—
Mortgage backed securities		72,635		—		72,635		—
Corporate bonds		20,172		—		20,172		—
Total securities available for sale	$	109,475	$	—	$	109,475	$	—
Other assets
Mortgage derivative asset	$	5,293	$	—	$	5,293	$	—
Interest rate swap asset		1,716		—		1,716		—
Other liabilities
Mortgage derivative liability	$	1,569	$	—	$	1,569	$	—
Interest rate swap liability		2,735		—		2,735		—

Summary of Change in MSR Assets Using Level 3 Inputs

The following tables present the change in MSR assets using Level 3 inputs as of and for the periods stated.

(Dollars in thousands)	MSR Assets
Balance, December 31, 2020	$	7,084
Acquired in Bay Banks Merger		997
Additions		6,407
Write-offs		(328	)
Amortization		(1,011	)
Impairments		—
Fair value adjustments		2,611
Balance, June 30, 2021 - fair value	$	15,760
Balance, June 30, 2021 - amortized cost	$	13,149

(Dollars in thousands)	MSR Assets
Balance, December 31, 2019	$	—
Additions		7,539
Write-offs		(61	)
Amortization		(391	)
Impairments		(3	)
Fair value adjustments		207
Balance, December 31, 2020 - fair value	$	7,291
Balance, December 31, 2020 - amortized cost	$	7,084

Summary of Assets Measured at Fair Value

The following tables summarize assets that were measured at fair value on a nonrecurring basis as of the dates stated.

	June 30, 2021
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Impaired loans, net	$	7,256	$	—	$	—	$	7,256
Loans held for sale		146,985		—		146,985		—
OREO		438		—		—		438

	December 31, 2020
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Impaired loans, net	$	2,187	$	—	$	—	$	2,187
Loans held for sale		148,209		—		148,209		—

Summary of Quantitative Information about Level 3 Fair Value Measurements

The following tables present quantitative information about Level 3 fair value measurements as of the dates stated.

	Balance as of		Valuation	Unobservable	Weighted
(Dollars in thousands)	June 30, 2021		Technique	Input	Average
Impaired loans, net	$	7,256	Discounted appraised value	Selling costs		10	%
OREO		438	Discounted appraised value	Selling costs		7	%

(Dollars in thousands)	December 31, 2020		Technique	Input	Average
Impaired loans, net	$	2,097	Discounted appraised value	Selling costs		10	%
		90	Discounted cash flows	Discount rate		6	%

Summary of Estimated Fair Values and Related Carrying Amounts and Valuation Level of Financial Instruments

The following tables present the estimated fair values, related carrying amounts, and valuation level of the financial instruments as of the dates stated.

	Carrying Value as of		Fair Value as of		Fair Value Measurements as of June 30, 2021
(Dollars in thousands)	June 30, 2021		June 30, 2021		Level 1		Level 2		Level 3
Financial Assets
Cash and due from banks	$	296,425	$	296,425	$	296,425	$	—	$	—
Federal funds sold		2,273		2,273		2,273		—		—
Securities available for sale		261,309		261,309		—		261,309		—
Restricted equity and other investments		15,310		15,310		—		15,310		—
PPP loans receivable, net		130,193		130,193		—		—		130,193
Loans held for investment, net		1,716,670		1,720,233		—		—		1,720,233
Accrued interest receivable		11,072		11,072		—		11,072		—
Bank owned life insurance		46,001		46,001		—		46,001		—
Financial Liabilities
Noninterest-bearing demand deposits	$	660,937	$	660,937	$	660,937	$	—	$	—
Interest-bearing demand and money market deposits		812,756		812,756		—		812,756		—
Savings deposits		143,908		143,908		—		143,908		—
Time deposits		572,970		578,830		—		—		578,830
FHLB borrowings		125,118		124,884		—		124,884		—
FRB borrowings		97,384		97,384		—		97,384		—
Subordinated notes, net		46,149		49,130		—		—		49,130

	Carrying Value as of		Fair Value as of		Fair Value Measurements as of December 31, 2020
(Dollars in thousands)	December 31, 2020		December 31, 2020		Level 1		Level 2		Level 3
Financial Assets
Cash and due from banks	$	117,945	$	117,945	$	117,945	$	—	$	—
Federal funds sold		775		775		775		—		—
Securities available for sale		109,475		109,475		—		109,475		—
Restricted equity investments		11,173		11,173		—		11,173		—
PPP loans receivable, net		288,533		288,533		—		—		288,533
Loans held for investment, net		719,056		720,396		—		—		720,396
Accrued interest receivable		5,428		5,428		—		5,428		—
Bank owned life insurance		15,724		15,724		—		15,724		—
Financial Liabilities
Noninterest-bearing demand deposits	$	333,051	$	333,051	$	333,051	$	—	$	—
Interest-bearing demand and money market deposits		282,263		282,263		—		282,263
Savings deposits		78,352		78,352		—		78,352		—
Time deposits		251,443		257,647		—		—		257,647
FHLB borrowings		115,000		114,983		—		114,983		—
FRB borrowings		281,650		281,650		—		281,650		—
Subordinated notes, net		24,506		25,830		—		—		25,830

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Leases (Tables)

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Summary of Company's Leases

The following tables present information about the Company’s leases as of and for the periods stated.

(Dollars in thousands)	June 30, 2021
Lease liabilities	$	7,795
Right-of-use asset	$	6,348
Weighted average remaining lease term (years)	6.16
Weighted average discount rate		2.96	%

Summary of Lease Cost

	For the three months ended				For the six months ended
(Dollars in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Operating lease cost	$	760	$	458	$	1,406	$	889
Total lease cost	$	760	$	458	$	1,406	$	889

Summary of Operating Lease Liabilities

The following table presents a maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities as of the date stated.

	As of
(Dollars in thousands)	June 30, 2021
Six months ending December 31, 2021	$	1,370
Twelve months ending December 31, 2022		1,596
Twelve months ending December 31, 2023		1,268
Twelve months ending December 31, 2024		940
Twelve months ending December 31, 2025		786
Thereafter		2,403
Total undiscounted cash flows		8,363
Discount		(568	)
Lease liabilities	$	7,795

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Minimum Regulatory Capital (Tables)

6 Months Ended

Jun. 30, 2021

Regulatory Matters [Abstract]

Summary of Capital and Capital Ratios to The Bank

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.

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2021
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	271,353		13.92	%	$	204,674		10.50	%	$	194,928		10.00	%
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	257,994		13.24	%	$	165,688		8.50	%	$	155,942		8.00	%
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	257,994		13.24	%	$	136,449		7.00	%	$	126,703		6.50	%
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A.	$	257,994		9.23	%	$	111,854		4.00	%	$	139,817		5.00	%

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2020
Total risk based capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	109,219		13.10	%	$	87,574		10.50	%	$	83,404		10.00	%
Tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	98,751		11.84	%	$	70,893		8.50	%	$	66,723		8.00	%
Common equity tier 1 capital
(To risk-weighted assets)
Blue Ridge Bank, N.A.	$	98,751		11.84	%	$	58,383		7.00	%	$	54,213		6.50	%
Tier 1 leverage
(To average assets)
Blue Ridge Bank, N.A.	$	98,751		8.34	%	$	47,363		4.00	%	$	59,180		5.00	%

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Summary of Computation of Basic and Diluted EPS

The following table shows the calculation of basic and diluted 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, including those converted and assumed in the Bay Banks Merger. For the three and six months ended June 30, 2021, stock options for 0 and 55,357 shares of the Company’s common stock, respectively, were not included in the computation of diluted earnings per share because their effects would have been anti-dilutive. Weighted average common shares outstanding, basic and dilutive, for all periods presented are presented on a post Stock Split basis.

	For the three months ended				For the six months ended
(Dollars in thousands, except per share data)	June 30, 2021		June 30, 2020		June 30, 2021			June 30, 2020
Net income	$	28,642	$	6,218	$	32,879		$	7,059
Net loss (income) attributable to noncontrolling interest		4		4		(5	)		(5	)
Net income available to common shareholders	$	28,646	$	6,222	$	32,874		$	7,054
Weighted average common shares outstanding, basic		18,624,723		8,489,051		16,890,718			8,492,816
Effect of dilutive securities		21,277		—		27,802			—
Weighted average common shares outstanding, dilutive		18,646,000		8,489,051		16,918,520			8,492,816
Basic earnings per common share	$	1.54	$	0.73	$	1.95		$	0.83
Diluted earnings per common share	$	1.54	$	0.73	$	1.94		$	0.83

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Business Segments (Tables)

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Summary of Segment Reporting Information by Segment

The following tables present revenues and expenses by segment for the periods stated.

	For the three months ended June 30, 2021
(Dollars in thousands)	Commercial Banking		Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
Revenues:
Interest income	$	32,775	$	1,010	$	27		$	—		$	33,812
Gain on sale of Paycheck Protection Program loans		24,315		—		—			—			24,315
Residential mortgage banking income, net		—		7,254		—			—			7,254
Mortgage servicing rights		—		1,707		—			—			1,707
Gain on sale of guaranteed government loans		143		—		—			—			143
Wealth and trust management		833		—		—			—			833
Service charges on deposit accounts		370		—		—			—			370
Increase in cash surrender value of bank owned life insurance		237		—		—			—			237
Payroll processing revenue		213		—		—			—			213
Bank and purchase card, net		299		—		—			—			299
Other income		465		—		651			(62	)		1,054
Total income		59,650		9,971		678			(62	)		70,237
Expenses:
Interest expense		2,425		57		868			0			3,350
Provision for loan losses		—		—		—			—			—
Salaries and employee benefits		10,960		6,682		0			—			17,642
Merger-related		997		—		240			—			1,237
Other		9,060		2,256		415			(62	)		11,669
Total expense		23,442		8,995		1,523			(62	)		33,898
Income (loss) before income taxes		36,208		976		(845	)		—			36,339
Income tax expense (benefit)		7,644		212		(159	)		—			7,697
Net income (loss)	$	28,564	$	764	$	(686	)	$	—		$	28,642
Net loss attributable to    noncontrolling interest		4		—		—			—			4
Net income (loss) attributable to    Blue Ridge Bankshares, Inc.	$	28,568	$	764	$	(686	)	$	—		$	28,646

	For the three months ended June 30, 2020
(Dollars in thousands)	Commercial Banking		Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
Revenues:
Interest income	$	12,433	$	733	$	1		$	—		$	13,167
Residential mortgage banking income, net		—		13,708		—			—			13,708
Mortgage servicing rights		—		1,596								1,596
Gain on sale of guaranteed government loans		243		—		—			—			243
Service charges on deposit accounts		183		—		—			—			183
Increase in cash surrender value of bank owned life insurance		92		—		—			—			92
Payroll processing		212		—		—			—			212
Bank and purchase card, net		139		—		—			—			139
Other		186		—		—			(6	)		180
Total income		13,488		16,037		1			(6	)		29,520
Expenses:
Interest expense		2,187		69		266			—			2,522
Provision for loan losses		3,500		—		—			—			3,500
Salaries and employee benefits		2,988		7,858		—			—			10,846
Merger-related		177		—		—			—			177
Other		2,943		1,676		—			(6	)		4,613
Total expense		11,795		9,603		266			(6	)		21,658
Income (loss) before income taxes		1,693		6,434		(265	)		—			7,862
Income tax expense (benefit)		510		1,352		(218	)		—			1,644
Net income (loss)	$	1,183	$	5,082	$	(47	)	$	—		$	6,218
Net loss attributable to    noncontrolling interest		4		—		—			—			4
Net income (loss) attributable to    Blue Ridge Bankshares, Inc.	$	1,187	$	5,082	$	(47	)	$	—		$	6,222

	For the six months ended June 30, 2021
(Dollars in thousands)	Commercial Banking			Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
Revenues:
Interest income	$	54,482		$	1,830	$	76		$	—		$	56,388
Gain on sale of Paycheck Protection Program loans		24,315			—		—			—			24,315
Residential mortgage banking income, net		—			16,555		—			—			16,555
Mortgage servicing rights		—			5,078		—			—			5,078
Gain on sale of guaranteed government loans		1,217			—		—			—			1,217
Wealth and trust management		1,435			—		—			—			1,435
Service charges on deposit accounts		697			—		—			—			697
Increase in cash surrender value of bank owned life insurance		401			—		—			—			401
Payroll processing		483			—		—			—			483
Bank and purchase card, net		599			—		—			—			599
Other		838			—		703			(87	)		1,454
Total income		84,467			23,463		779			(87	)		108,622
Expenses:
Interest expense		4,296			115		1,498			—			5,909
Provision for loan losses		—			—		—			—			—
Salaries and employee benefits		16,701			14,950		—			—			31,651
Merger-related		9,134			—		1,122			—			10,256
Other		14,230			4,437		573			(87	)		19,153
Total expense		44,361			19,502		3,193			(87	)		66,969
Income (loss) before income taxes		40,106			3,961		(2,414	)		—			41,653
Income tax expense (benefit)		8,407			817		(450	)		—			8,774
Net income (loss)	$	31,699		$	3,144	$	(1,964	)	$	—		$	32,879
Net income attributable to    noncontrolling interest		(5	)		—		—			—			(5	)
Net income (loss) attributable to    Blue Ridge Bankshares, Inc.	$	31,694		$	3,144	$	(1,964	)	$	—		$	32,874

	For the six months ended June 30, 2020
(Dollars in thousands)	Commercial Banking			Mortgage Banking		Parent Only			Eliminations			Blue Ridge Bankshares, Inc. Consolidated
Revenues:
Interest income	$	22,490		$	1,095	$	5		$	—		$	23,590
Residential mortgage banking income, net		—			17,569		—			—			17,569
Mortgage servicing rights		—			1,596		—			—			1,596
Gain on sale of guaranteed government loans		263			—		—			—			263
Service charges on deposit accounts		454			—		—			—			454
Increase in cash surrender value of bank owned life insurance		185			—		—			—			185
Payroll processing		515			—		—			—			515
Bank and purchase card, net		271			—		—			—			271
Other		353			—		—			(12	)		341
Total income		24,531			20,260		5			(12	)		44,784
Expenses:
Interest expense		4,308			171		443			—			4,922
Provision for loan losses		4,075			—		—			—			4,075
Salaries and employee benefits		6,240			11,766		—			—			18,006
Merger-related		—			—		446			—			446
Other		5,586			2,781		9			(12	)		8,364
Total expense		20,209			14,718		898			(12	)		35,813
Income (loss) before income taxes		4,322			5,542		(893	)		—			8,971
Income tax expense (benefit)		923			1,164		(175	)		—			1,912
Net income (loss)	$	3,399		$	4,378	$	(718	)	$	—		$	7,059
Net income attributable to    noncontrolling interest		(5	)		—		—			—			(5	)
Net income (loss) attributable to    Blue Ridge Bankshares, Inc.	$	3,394		$	4,378	$	(718	)	$	—		$	7,054

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Changes to Accumulated Other Comprehensive Income, Net (Tables)

6 Months Ended

Jun. 30, 2021

Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]

Components of Accumulated Other Comprehensive Income (Loss)

The following tables present components of accumulated other comprehensive income (loss) for the periods stated.

	For the three months ended June 30, 2021
(Dollars in thousands)	Net Unrealized Gains (Losses) on Available for Sale Securities			Net Unrealized Gains (Losses) on Interest Rate Swaps			Accumulated Other Comprehensive Income (Loss), net
Balance as of April 1, 2021	$	(1,413	)	$	5,448		$	4,035
Change in net unrealized holding gains on securities available for sale, net of deferred tax expense of $199		747			—			747
Change in net unrealized holding losses on interest rate swaps, net of deferred tax benefit of $687		—			(2,582	)		(2,582	)
Balance as of June 30, 2021	$	(666	)	$	2,866		$	2,200
	For the three months ended June 30, 2020
(Dollars in thousands)	Net Unrealized Gains (Losses) on Available for Sale Securities			Net Unrealized Gains (Losses) on Interest Rate Swaps			Accumulated Other Comprehensive Income (Loss), net
Balance as of April 1, 2020	$	(61	)	$	(2,693	)	$	(2,754	)
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $12		(46	)		—			(46	)
Change in net unrealized holding losses on interest rate swaps, net of deferred tax benefit of $146		—			(549	)		(549	)
Balance as of June 30, 2020	$	(107	)	$	(3,242	)	$	(3,349	)

	For the six months ended June 30, 2021
(Dollars in thousands)	Net Unrealized Gains (Losses) on Available for Sale Securities			Net Unrealized Gains (Losses) on Interest Rate Swaps			Accumulated Other Comprehensive Income (Loss), net
Balance as of January 1, 2021	$	1,069		$	(805	)	$	264
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $461		(1,735	)		—			(1,735	)
Change in net unrealized holding gains on interest rate swaps, net of deferred tax expense of $975		—			3,671			3,671
Balance as of June 30, 2021	$	(666	)	$	2,866		$	2,200
	For the six months ended June 30, 2020
(Dollars in thousands)	Net Unrealized Gains (Losses) on Available for Sale Securities			Net Unrealized Gains (Losses) on Interest Rate Swaps			Accumulated Other Comprehensive Income (Loss), net
Balance as of January 1, 2020	$	423		$	(194	)	$	229
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $141		(530	)		—			(530	)
Change in net unrealized holding losses on interest rate swaps, net of deferred tax benefit of $810		—			(3,048	)		(3,048	)
Balance as of June 30, 2020	$	(107	)	$	(3,242	)	$	(3,349	)

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Organization and Basis of Presentation - Additional Information (Detail) $ in Millions		1 Months Ended		6 Months Ended
	Apr. 30, 2021	Apr. 30, 2021	Mar. 31, 2021	Jun. 30, 2021 USD ($)
Organization And Basis Of Presentation [Line Items]
Stockholders equity note reverse stocks split conversion ratio	1.5	1.5	1.5
Stock split description		3-for-2 stock split	In March 2021, the Company’s board of directors approved a three-for-two stock split (“Stock Split”) effected in the form of a 50% stock dividend on the Company’s common stock outstanding paid on April 30, 2021 to shareholders of record as of April 20, 2021.
Percentage of stock dividend payable on stock split of common stock.			50.00%
Dividend, payment date			Apr. 30, 2021
Dividend, record date			Apr. 20, 2021
Correction of Prior Period Classification Error [Member]
Organization And Basis Of Presentation [Line Items]
Decrease in loans held for sale				$ 30.4
Increase in loans held for investment				$ 30.4

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Business Combinations - Additional Information (Detail) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 31, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Business Acquisition [Line Items]
Common stock, shares, issued		18,631,073		18,631,073		8,577,932
Options to acquire shares of common stock on post stock split basis	148,764
Settlement of net debt					$ 347,000
Goodwill		$ 27,098,000		$ 27,098,000		$ 19,892,000	[1]
Fair value adjustments of subordinated notes				0
Merger-related expense		1,200,000		$ 10,300,000
Statutory federal tax rate				21.00%
Core Deposits [Member]
Business Acquisition [Line Items]
Amortized over an estimated useful life				10 years
Bay Banks [Member]
Business Acquisition [Line Items]
Common stock shares received by shareholders	0.5000
Common stock, shares, issued	6,634,495
Business acquisition, common stock issued post stock split basis	9,951,743
Fair value of consideration transferred	$ 124,900,000
Cash paid in lieu of fractional shares to common shareholders	$ 3,400
Option to purchase additional shares	198,362
Options to acquire shares of common stock	99,176
Options to acquire shares of common stock on post stock split basis	148,764
Estimated fair value of common stock	$ 472,000
Settlement of net debt	650,000
Goodwill	$ 7,206,000	$ 7,206,000		$ 7,206,000
Merger-related expense			$ 0		$ 0
Statutory federal tax rate	21.00%
Bay Banks [Member] | Subordinated Notes [Member]
Business Acquisition [Line Items]
Acquired subordinated notes	$ 1,750,000
Bay Banks [Member] | Subordinated Notes [Member]
Business Acquisition [Line Items]
Acquired subordinated notes	$ 1,100,000

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

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Business Combinations - Summary of Estimated Fair Value Adjustments of Consideration Paid, Acquired Asset and Assumed Liabilities (Detail) - USD ($)	1 Months Ended	6 Months Ended
	Jan. 31, 2021	Jun. 30, 2020	Jun. 30, 2021	Dec. 31, 2020	[1]
Consideration paid:
Effective settlement of subordinated notes		$ (347,000)
Fair value of liabilities assumed:
Goodwill			$ 27,098,000	$ 19,892,000
Bay Banks [Member]
Consideration paid:
Company's common shares issued	9,951,743
Purchase price per share	$ 12.55
Value of common stock issued	$ 124,928,000
Estimated fair value of common stock	472,000
Cash in lieu of fractional shares	3,400
Total consideration paid	125,403,000
Effective settlement of subordinated notes	(650,000)
Total consideration paid less effective settlement of subordinated notes	124,753,000
Fair value of assets acquired:
Cash and due from banks	44,066,000
Federal funds sold	1,732,000
Certificates of deposit	1,018,000
Securities available for sale	79,505,000
Restricted securities	4,385,000
Loans held for investment	1,030,433,000
Loans held for sale	3,814,000
Premises and equipment	15,532,000
Right-of-use asset	1,864,000
Other real estate owned	598,000
Bank owned life insurance	20,259,000
Mortgage servicing rights	987,000
Core deposit intangible	6,850,000
Deferred tax asset, net	2,685,000
Other assets	10,855,000
Total assets	1,224,583,000
Fair value of liabilities assumed:
Deposits	1,030,888,000
FHLB borrowings	10,124,000
FRB borrowings	24,815,000
Subordinated notes	31,850,000
Other liabilities	9,359,000
Total liabilities	1,107,036,000
Net identifiable assets acquired at fair value	117,547,000
Goodwill	$ 7,206,000		$ 7,206,000

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

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Business Combinations - Summary of Estimated Fair Value Adjustments of Consideration Paid, Acquired Asset and Assumed Liabilities (Parenthetical) (Detail) - USD ($)		1 Months Ended			6 Months Ended
	Apr. 30, 2021	Apr. 30, 2021	Mar. 31, 2021	Jan. 31, 2021	Jun. 30, 2021
Business Acquisition [Line Items]
Stock split description		3-for-2 stock split	In March 2021, the Company’s board of directors approved a three-for-two stock split (“Stock Split”) effected in the form of a 50% stock dividend on the Company’s common stock outstanding paid on April 30, 2021 to shareholders of record as of April 20, 2021.
Statutory federal tax rate					21.00%
Bay Banks [Member]
Business Acquisition [Line Items]
Stock split description	Common shares issued and purchase price per share are presented on a post Stock Split basis.
Statutory federal tax rate				21.00%
FHLB advance assumed				$ 10,124,000
Bay Banks [Member] | Time Deposits [Member]
Business Acquisition [Line Items]
Fair value adjustment (premium)				5,800,000
Bay Banks [Member] | FHLB [Member]
Business Acquisition [Line Items]
Fair value adjustment (premium)				124,000
Bay Banks [Member] | Subordinated Notes [Member]
Business Acquisition [Line Items]
Fair value adjustment (premium)				950,000
Bay Banks [Member] | Core Deposits [Member]
Business Acquisition [Line Items]
Fair value adjustment (premium)				100,000
Bay Banks [Member] | Premises and Equipment [Member]
Business Acquisition [Line Items]
Fair value adjustment (premium)				4,400,000
Bay Banks [Member] | Deferred Tax Asset, Net [Member]
Business Acquisition [Line Items]
Fair value adjustment (premium)				2,100,000
Bay Banks [Member] | Core Deposits Intangible [Member]
Business Acquisition [Line Items]
Fair value adjustment (premium)				203,000
Bay Banks [Member] | Loan Held for Investment [Member]
Business Acquisition [Line Items]
Fair value adjustment (premium)				$ 17,900,000
Fair value adjustment percentage				1.70%

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Business Combinations - Summary of Purchased Performing and PCI Loans Receivable (Detail) - Bay Banks [Member] $ in Thousands	Jan. 31, 2021 USD ($)
Business Acquisition [Line Items]
Principal payments receivable	$ 1,048,289
Fair value adjustment - credit and interest	(17,856)
Fair value of acquired loans	1,030,433
Purchased Performing [Member]
Business Acquisition [Line Items]
Principal payments receivable	936,523
Fair value adjustment - credit and interest	(2,784)
Fair value of acquired loans	933,739
PCI [Member]
Business Acquisition [Line Items]
Principal payments receivable	111,766
Fair value adjustment - credit and interest	(15,072)
Fair value of acquired loans	$ 96,694

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Business Combinations - Summary of Fair Value Adjustments of Acquired Asset and Assumed Liabilities (Detail) - Bay Banks [Member] - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Business Acquisition [Line Items]
Loans	$ 746	$ 1,018
Time deposits	951	1,638
FHLB borrowings	4	6
Subordinated notes	55	90
CDI	(331)	(557)
Net effect to income before income taxes	$ 1,425	$ 2,195

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Business Combinations - Summary of Business Acquisition, Pro Forma Information (Detail) - Bay Banks [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Business Acquisition [Line Items]
Revenue (net interest income plus noninterest income)	$ 39,608	$ 105,606	$ 64,043
Net income	$ 9,053	$ 40,154	$ 11,022
Earnings per common share	$ 0.49	$ 2.19	$ 0.60

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Investments - Summary of Amortized Cost and Fair Values of Investment Securities Available for Sale (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Schedule Of Available For Sale And Held To Maturity Securities [Line Items]
Investment securities, Amortized Cost	$ 262,681	$ 108,661
Investment securities, Gross Unrealized Gains	1,660	1,423
Investment securities, Gross Unrealized Losses	(3,032)	(609)
Investment securities, Fair Value	261,309	109,475
Mortgage Backed Securities [Member]
Schedule Of Available For Sale And Held To Maturity Securities [Line Items]
Available for sale, Amortized Cost	175,940	72,337
Available for sale, Gross Unrealized Gains	760	696
Available for sale, Gross Unrealized Losses	(2,265)	(398)
Available for sale, Fair Value	174,435	72,635
U.S. Treasury and Agencies [Member]
Schedule Of Available For Sale And Held To Maturity Securities [Line Items]
Available for sale, Amortized Cost	23,570	2,500
Available for sale, Gross Unrealized Gains	1
Available for sale, Gross Unrealized Losses	(543)	(91)
Available for sale, Fair Value	23,028	2,409
Corporate Bonds [Member]
Schedule Of Available For Sale And Held To Maturity Securities [Line Items]
Available for sale, Amortized Cost	32,730	19,755
Available for sale, Gross Unrealized Gains	626	469
Available for sale, Gross Unrealized Losses	(116)	(52)
Available for sale, Fair Value	33,240	20,172
State and Municipal [Member]
Schedule Of Available For Sale And Held To Maturity Securities [Line Items]
Available for sale, Amortized Cost	30,441	14,069
Available for sale, Gross Unrealized Gains	273	258
Available for sale, Gross Unrealized Losses	(108)	(68)
Available for sale, Fair Value	$ 30,606	$ 14,259

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Investments - Additional Information (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Schedule Of Investments [Line Items]
Federal home loan bank stock	$ 6,000	$ 5,800
Federal reserve bank stock	4,900	2,200
Correspondent bank stock	468	248
Other equity investments	1,800	3,000
FHLB [Member]
Schedule Of Investments [Line Items]
Securities pledged	31,500	29,400
Treasury Board Commonwealth of Virginia [Member]
Schedule Of Investments [Line Items]
Securities pledged	$ 10,800	$ 12,500

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Investments - Summary of Investments Classified by Contractual Maturity Date (Detail) $ in Thousands	Jun. 30, 2021 USD ($)
Schedule Of Investments [Abstract]
Debt Securities Available for Sale, Amortized Cost, Due in one year or less	$ 6,351
Debt Securities Available for Sale, Amortized Cost, Due after one year through five years	24,786
Debt Securities Available for Sale, Amortized Cost, Due after five years through ten years	57,224
Debt Securities Available for Sale, Amortized Cost, Due after ten years	174,320
Total	262,681
Debt Securities Available for Sale, Fair Value, Due in one year or less	6,352
Debt Securities Available for Sale, Fair Value, Due after one year through five years	24,850
Debt Securities Available for Sale, Fair Value, Due after five years through ten years	57,585
Debt Securities Available for Sale, Fair Value, Due after ten years	172,523
Total	$ 261,309

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Investments - Summary of Unrealized Losses (Detail) $ in Thousands	Jun. 30, 2021 USD ($) Security	Dec. 31, 2020 USD ($) Security
Schedule Of Available For Sale And Held To Maturity Securities [Line Items]
Number of Securities | Security	115	36
Available-for-sale Securities, Fair Value, Less Than 12 Months	$ 148,558	$ 29,308
Available-for-sale Securities, Unrealized Losses, Less Than 12 Months	(3,021)	(231)
Available-for-sale Securities, Fair Value, 12 Months or Greater	1,219	10,547
Available-for-sale Securities, Unrealized Losses, 12 months or Greater	(11)	(378)
Fair Value, Total	149,777	39,855
Unrealized Losses, Total	$ (3,032)	$ (609)
State and Municipal [Member]
Schedule Of Available For Sale And Held To Maturity Securities [Line Items]
Number of Securities | Security	30	6
Available-for-sale Securities, Fair Value, Less Than 12 Months	$ 14,681	$ 3,111
Available-for-sale Securities, Unrealized Losses, Less Than 12 Months	(108)	(68)
Fair Value, Total	14,681	3,111
Unrealized Losses, Total	$ (108)	$ (68)
U.S. Treasury and Agencies [Member]
Schedule Of Available For Sale And Held To Maturity Securities [Line Items]
Number of Securities | Security	13	1
Available-for-sale Securities, Fair Value, Less Than 12 Months	$ 20,368	$ 2,410
Available-for-sale Securities, Unrealized Losses, Less Than 12 Months	(543)	(91)
Fair Value, Total	20,368	2,410
Unrealized Losses, Total	$ (543)	$ (91)
Mortgage Backed Securities [Member]
Schedule Of Available For Sale And Held To Maturity Securities [Line Items]
Number of Securities | Security	64	22
Available-for-sale Securities, Fair Value, Less Than 12 Months	$ 109,559	$ 20,545
Available-for-sale Securities, Unrealized Losses, Less Than 12 Months	(2,254)	(65)
Available-for-sale Securities, Fair Value, 12 Months or Greater	1,219	8,592
Available-for-sale Securities, Unrealized Losses, 12 months or Greater	(11)	(333)
Fair Value, Total	110,778	29,137
Unrealized Losses, Total	$ (2,265)	$ (398)
Corporate Bonds [Member]
Schedule Of Available For Sale And Held To Maturity Securities [Line Items]
Number of Securities | Security	8	7
Available-for-sale Securities, Fair Value, Less Than 12 Months	$ 3,950	$ 3,242
Available-for-sale Securities, Unrealized Losses, Less Than 12 Months	(116)	(7)
Available-for-sale Securities, Fair Value, 12 Months or Greater		1,955
Available-for-sale Securities, Unrealized Losses, 12 months or Greater		(45)
Fair Value, Total	3,950	5,197
Unrealized Losses, Total	$ (116)	$ (52)

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Loans and Allowance for Loan Losses - Summary of Loans Held for Investment (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Loans and Leases Receivable Disclosure [Line Items]
Gross loans	$ 1,860,878	$ 1,025,687
Less: Deferred loan fees, net of costs	(1,008)	(4,271)
Total	1,859,870	1,021,416
Commercial and Industrial [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans	304,178	123,675
Paycheck Protection Program [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans	130,489	292,068
Construction, Commercial [Member] | Real Estate [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans	143,215	54,702
Construction, Residential [Member] | Real Estate [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans	47,894	18,040
Mortgage, Commercial [Member] | Real Estate [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans	672,592	273,499
Mortgage, Residential [Member] | Real Estate [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans	490,753	213,404
Mortgage, Farmland [Member] | Real Estate [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans	6,537	3,615
Consumer [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans	$ 65,220	$ 46,684

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Loans and Allowance for Loan Losses - Additional Information (Detail)		1 Months Ended	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 28, 2021 USD ($) Loan	Apr. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) Loan	Jun. 30, 2021 USD ($) Loan	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) Loan	Jan. 31, 2021 USD ($) Loan
Loans and Leases Receivable Disclosure [Line Items]
Gross loans			$ 1,860,878,000	$ 1,860,878,000		$ 1,025,687,000
Proceeds from sale of loans held for sale				679,905,000	$ 315,200,000
Gain on sale of Paycheck Protection Program loans			24,315,000	24,315,000
Nonperforming trouble debt restructuring				192,000		142,000
Payment Deferral [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans			$ 5,200,000	$ 5,200,000		$ 110,600,000
Number of loan deferrals | Loan			16	16		550
Payment Deferral [Member] | Bay Banks [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans							$ 160,000,000.0
Number of loan deferrals | Loan							400
PPP 1 [Member]
Loans and Leases Receivable Disclosure [Line Items]
Payrolls and other operating expenses		$ 650,000,000,000
Loans and lease receivable prior period		2 years
Loans and lease receivable subsequent period		5 years
Percentage of Loans receivable interest rate		1.00%
Percentage of loan earned processing fee one rate		1.00%
Percentage of loan earned processing fee two rate		3.00%
Percentage of loan earned processing fee three rate		5.00%
Loans and leases receivable originated						$ 363,400,000
Gross loans			$ 115,000,000.0	$ 115,000,000.0
Nonrefundable fees and other costs deferred and amortized as component of loan yield over expected life of loans				1 year 6 months
Loans and leases receivable of processing fees, net of agent fees						11,500,000
Loans and leases receivable unamortized fee			69,000,000	$ 69,000,000
Loans and leases receivable recognized interest income			$ 1,100,000	$ 3,300,000
PPP 2 [Member]
Loans and Leases Receivable Disclosure [Line Items]
Percentage of Loans receivable interest rate			1.00%	1.00%
Gross loans	$ 712,600,000		$ 728,000,000.0	$ 728,000,000.0
Number of loans | Loan				20,000
Loans and lease receivable contractual term				5 years
Number of loans sold | Loan	19,500
Proceeds from sale of loans held for sale	$ 705,900,000
Gain on sale of Loans	24,300,000
Unamortized fees net of deferred costs and the sale discount	$ 30,900,000
Loans and Lease Receivables Number of Loans Held for Sale | Loan				600
Financing Receivable, Held-for-Sale			15,700,000	$ 15,700,000
Unamortized fees, net of deferred cost			367,000	367,000
Loans and leases receivable of processing fees, net of agent fees			40,800,000	40,800,000
Loans and leases receivable recognized interest income			8,400,000	$ 9,500,000
Gain on sale of Paycheck Protection Program loans			30,900
PPP 2 [Member] | Minimum [Member]
Loans and Leases Receivable Disclosure [Line Items]
Nonrefundable fees and other costs deferred and amortized as component of loan yield over expected life of loans				1 year
PPP 2 [Member] | Maximum [Member]
Loans and Leases Receivable Disclosure [Line Items]
Nonrefundable fees and other costs deferred and amortized as component of loan yield over expected life of loans				3 years
PPP 2 [Member] | Scenario One [Member]
Loans and Leases Receivable Disclosure [Line Items]
Processing fee for loans not more than loan balance			$ 50,000	$ 50,000
Processing fee for loans not more than loan balance percentage			50.00%	50.00%
Processing fee for loans balance			$ 2,500	$ 2,500
PPP 2 [Member] | Scenario Two [Member]
Loans and Leases Receivable Disclosure [Line Items]
Processing fee for loans not more than loan balance			$ 350,000	$ 350,000
Processing fee for loans not more than loan balance percentage			5.00%	5.00%
Processing fee for loans more than loan balance			$ 50,000	$ 50,000
PPP 2 [Member] | Scenario Three [Member]
Loans and Leases Receivable Disclosure [Line Items]
Processing fee for loans more than loan balance			$ 350,000	$ 350,000
Processing fee for loans more than loan balance percentage			3.00%	3.00%
Commercial and Residential Mortgages [Member] | FHLB [Member]
Loans and Leases Receivable Disclosure [Line Items]
Loans pledged			$ 598,400,000	$ 598,400,000		213,300,000
Pay Check Protection Loans [Member] | Paycheck Protection Plan Liquidity Facility Advances [Member]
Loans and Leases Receivable Disclosure [Line Items]
Loans pledged			97,400,000	97,400,000		281,600,000
Paycheck Protection Program [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans			$ 130,489,000	$ 130,489,000		$ 292,068,000

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Loans and Allowance for Loan Losses - Acquired Loans Included in Consolidated Statement of Condition (Detail) - Bay Bank and Virginia Community Bankshares, Inc., [Member] - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Financing Receivable Impaired [Line Items]
Outstanding principal balance	$ 985,975	$ 98,579
Recorded investment	968,988	97,402
PCI Loans [Member]
Financing Receivable Impaired [Line Items]
Outstanding principal balance	108,220	1,278
Recorded investment	94,163	1,085
Purchased Performing Loans [Member]
Financing Receivable Impaired [Line Items]
Outstanding principal balance	877,755	97,301
Recorded investment	$ 874,825	$ 96,317

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Loans and Allowance for Loan Losses - Summary of Changes in Accretable Yield on Purchased Credit Impaired Loans (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Receivables [Abstract]
Balance, beginning of period	$ 9,439	$ 169	$ 123	$ 185
Additions			10,030
Accretion	(1,625)	(16)	(2,465)	(32)
Reclassification of nonaccretable difference due to improvement in expected cash flows	2		106
Other changes, net	14		36
Balance, end of period	$ 7,830	$ 153	$ 7,830	$ 153

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Loans and Allowance for Loan Losses - Summary of Financing Receivable, Past Due (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Financing Receivable, Past Due [Line Items]
Nonaccrual	$ 11,926	$ 6,548
Total Past Due & Nonaccrual	37,096	11,286
PCI Loans	94,163	1,085
Gross loans	1,860,878	1,025,687
Less: Deferred loan fees, net of costs	(1,008)	(4,271)
Total	1,859,870	1,021,416
30-59 Days Past Due [Member]
Financing Receivable, Past Due [Line Items]
Days past due	20,530	4,147
60-89 Days Past Due [Member]
Financing Receivable, Past Due [Line Items]
Days past due	2,747	545
Greater than 90 Days Past Due & Accruing [Member]
Financing Receivable, Past Due [Line Items]
Days past due	1,893	46
PCI Loans [Member]
Financing Receivable, Past Due [Line Items]
PCI Loans	94,163	1,085
Current Loans [Member]
Financing Receivable, Past Due [Line Items]
Current Loans	1,728,611	1,009,045
Less: Deferred loan fees, net of costs	(1,008)	(4,271)
Commercial and Industrial [Member]
Financing Receivable, Past Due [Line Items]
Nonaccrual	6,180	1,310
Total Past Due & Nonaccrual	6,850	2,427
PCI Loans	9,235
Gross loans	304,178	123,675
Commercial and Industrial [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
PCI Loans		35
Commercial and Industrial [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Past Due [Line Items]
Days past due	338	1,117
Commercial and Industrial [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Past Due [Line Items]
Days past due	332
Commercial and Industrial [Member] | PCI Loans [Member]
Financing Receivable, Past Due [Line Items]
PCI Loans	9,235
Commercial and Industrial [Member] | Current Loans [Member]
Financing Receivable, Past Due [Line Items]
Current Loans	288,093	121,248
Paycheck Protection Program [Member]
Financing Receivable, Past Due [Line Items]
Gross loans	130,489	292,068
Paycheck Protection Program [Member] | Current Loans [Member]
Financing Receivable, Past Due [Line Items]
Current Loans	130,489	292,068
Construction, Commercial [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Nonaccrual	89
Total Past Due & Nonaccrual	16,698
PCI Loans	22,722
Gross loans	143,215	54,702
Construction, Commercial [Member] | 30-59 Days Past Due [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	16,593
Construction, Commercial [Member] | 60-89 Days Past Due [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	7
Construction, Commercial [Member] | Greater than 90 Days Past Due & Accruing [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	9
Construction, Commercial [Member] | PCI Loans [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
PCI Loans	22,722	35
Construction, Commercial [Member] | Current Loans [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Current Loans	103,795	54,667
Construction, Residential [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Nonaccrual	255
Total Past Due & Nonaccrual	706	262
Gross loans	47,894	18,040
Construction, Residential [Member] | 30-59 Days Past Due [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due		262
Construction, Residential [Member] | Greater than 90 Days Past Due & Accruing [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	451
Construction, Residential [Member] | Current Loans [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Current Loans	47,188	17,778
Mortgage, Commercial [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Nonaccrual	3,220	3,643
Total Past Due & Nonaccrual	5,255	4,625
PCI Loans	52,945	808
Gross loans	672,592	273,499
Mortgage, Commercial [Member] | 30-59 Days Past Due [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	2,007	771
Mortgage, Commercial [Member] | 60-89 Days Past Due [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due		211
Mortgage, Commercial [Member] | Greater than 90 Days Past Due & Accruing [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	28
Mortgage, Commercial [Member] | PCI Loans [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
PCI Loans	52,945	808
Mortgage, Commercial [Member] | Current Loans [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Current Loans	614,392	268,066
Mortgage, Residential [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Nonaccrual	1,588	881
Total Past Due & Nonaccrual	6,002	1,989
PCI Loans	7,905	242
Gross loans	490,753	213,404
Mortgage, Residential [Member] | 30-59 Days Past Due [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	924	1,062
Mortgage, Residential [Member] | 60-89 Days Past Due [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	2,182
Mortgage, Residential [Member] | Greater than 90 Days Past Due & Accruing [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	1,308	46
Mortgage, Residential [Member] | PCI Loans [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
PCI Loans	7,905	242
Mortgage, Residential [Member] | Current Loans [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Current Loans	476,846	211,173
Mortgage, Farmland [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Gross loans	6,537	3,615
Mortgage, Farmland [Member] | Current Loans [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Current Loans	6,537	3,615
Consumer [Member]
Financing Receivable, Past Due [Line Items]
Nonaccrual	594	714
Total Past Due & Nonaccrual	1,585	1,983
PCI Loans	1,356
Gross loans	65,220	46,684
Consumer [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Past Due [Line Items]
Days past due	668	935
Consumer [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Past Due [Line Items]
Days past due	226	334
Consumer [Member] | Greater than 90 Days Past Due & Accruing [Member]
Financing Receivable, Past Due [Line Items]
Days past due	97
Consumer [Member] | PCI Loans [Member]
Financing Receivable, Past Due [Line Items]
PCI Loans	1,356
Consumer [Member] | Current Loans [Member]
Financing Receivable, Past Due [Line Items]
Current Loans	$ 62,279	$ 44,701

XML

Loans and Allowance for Loan Losses - Summary of Recorded Investment of PCI Loans, Past Due (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Financing Receivable, Past Due [Line Items]
Current Loans	$ 77,693	$ 826
Total Loans	94,163	1,085
Commercial and Industrial [Member]
Financing Receivable, Past Due [Line Items]
Current Loans	9,235
Total Loans	9,235
Commercial and Industrial [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Current Loans		35
Total Loans		35
Construction, Commercial [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Current Loans	8,809
Total Loans	22,722
Mortgage, Commercial [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Current Loans	52,784	584
Total Loans	52,945	808
Mortgage, Residential [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Current Loans	5,529	207
Total Loans	7,905	242
Consumer [Member]
Financing Receivable, Past Due [Line Items]
Current Loans	1,336
Total Loans	1,356
30-89 Days Past Due [Member]
Financing Receivable, Past Due [Line Items]
Days past due	15,125	259
30-89 Days Past Due [Member] | Construction, Commercial [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	13,904
30-89 Days Past Due [Member] | Mortgage, Commercial [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	133	224
30-89 Days Past Due [Member] | Mortgage, Residential [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	1,068	$ 35
30-89 Days Past Due [Member] | Consumer [Member]
Financing Receivable, Past Due [Line Items]
Days past due	20
Greater than 90 Days Past Due & Accruing [Member]
Financing Receivable, Past Due [Line Items]
Days past due	1,345
Greater than 90 Days Past Due & Accruing [Member] | Construction, Commercial [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	9
Greater than 90 Days Past Due & Accruing [Member] | Mortgage, Commercial [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	28
Greater than 90 Days Past Due & Accruing [Member] | Mortgage, Residential [Member] | Real Estate [Member]
Financing Receivable, Past Due [Line Items]
Days past due	$ 1,308

XML

Loans and Allowance for Loan Losses - Summary of Loan Portfolio Individually and Collectively Evaluated for Impairment (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	$ 1,730,389	$ 733,619
Less: Deferred loan fees, net of costs, excluding PPP loans	(722)	(736)
Total, excluding PPP loans	1,729,667	732,883
Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	1,636,226	732,534
PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	94,163	1,085
Individually Evaluated for Impairment [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	7,700	2,331
Total, excluding PPP loans	7,700	2,331
Individually Evaluated for Impairment [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	7,700	2,331
Collectively Evaluated for Impairment [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	1,722,689	731,288
Less: Deferred loan fees, net of costs, excluding PPP loans	(722)	(736)
Total, excluding PPP loans	1,721,967	730,552
Collectively Evaluated for Impairment [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	1,628,526	730,203
Collectively Evaluated for Impairment [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	94,163	1,085
Commercial and Industrial [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	294,943	123,675
Commercial and Industrial [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	9,235
Commercial and Industrial [Member] | Individually Evaluated for Impairment [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	4,810	234
Commercial and Industrial [Member] | Collectively Evaluated for Impairment [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	290,133	123,441
Commercial and Industrial [Member] | Collectively Evaluated for Impairment [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	9,235
Construction, Commercial [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans		35
Construction, Commercial [Member] | Real Estate [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	120,494	54,667
Construction, Commercial [Member] | Real Estate [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	22,721
Construction, Commercial [Member] | Individually Evaluated for Impairment [Member] | Real Estate [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	536
Construction, Commercial [Member] | Collectively Evaluated for Impairment [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans		35
Construction, Commercial [Member] | Collectively Evaluated for Impairment [Member] | Real Estate [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	119,958	54,667
Construction, Commercial [Member] | Collectively Evaluated for Impairment [Member] | Real Estate [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	22,721
Construction, Residential [Member] | Real Estate [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	47,894	18,040
Construction, Residential [Member] | Collectively Evaluated for Impairment [Member] | Real Estate [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	47,894	18,040
Mortgage, Commercial [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans		808
Mortgage, Commercial [Member] | Real Estate [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	619,647	272,691
Mortgage, Commercial [Member] | Real Estate [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	52,945
Mortgage, Commercial [Member] | Individually Evaluated for Impairment [Member] | Real Estate [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	1,378	1,645
Mortgage, Commercial [Member] | Collectively Evaluated for Impairment [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans		808
Mortgage, Commercial [Member] | Collectively Evaluated for Impairment [Member] | Real Estate [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	618,269	271,046
Mortgage, Commercial [Member] | Collectively Evaluated for Impairment [Member] | Real Estate [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	52,945
Mortgage, Residential [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans		242
Mortgage, Residential [Member] | Real Estate [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	482,847	213,162
Mortgage, Residential [Member] | Real Estate [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	7,906
Mortgage, Residential [Member] | Individually Evaluated for Impairment [Member] | Real Estate [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	976	452
Mortgage, Residential [Member] | Collectively Evaluated for Impairment [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans		242
Mortgage, Residential [Member] | Collectively Evaluated for Impairment [Member] | Real Estate [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	481,871	212,710
Mortgage, Residential [Member] | Collectively Evaluated for Impairment [Member] | Real Estate [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	7,906
Mortgage, Farmland [Member] | Real Estate [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	6,537	3,615
Mortgage, Farmland [Member] | Collectively Evaluated for Impairment [Member] | Real Estate [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	6,537	3,615
Consumer [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	63,864	46,684
Consumer [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	1,356
Consumer [Member] | Collectively Evaluated for Impairment [Member] | Originated and Purchased Performing Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	63,864	$ 46,684
Consumer [Member] | Collectively Evaluated for Impairment [Member] | PCI Loans [Member]
Loans and Leases Receivable Disclosure [Line Items]
Gross loans, excluding PPP loans	$ 1,356

XML

Loans and Allowance for Loan Losses - Summary of Impaired Financing Receivables (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Financing Receivable Impaired [Line Items]
Impaired financing receivable, related allowance	$ 444		$ 444		$ 144
Impaired financing receivable, recorded investment	7,616		7,616		2,331
Impaired financing receivable, unpaid principal balance	7,616		7,616		2,835
Impaired financing receivable, with an allowance recorded, average recorded investment	7,230	$ 1,222	7,375	$ 1,222
Impaired financing receivable, interest income recognized	84		169	3
Real Estate [Member] | Mortgage, Commercial [Member]
Financing Receivable Impaired [Line Items]
Impaired financing receivable, with no specific allowance recorded, recorded investment	182		182		1,645
Impaired financing receivable, with no specific allowance recorded, unpaid principal balance	182		182		2,030
Impaired financing receivable, related allowance	387		387
Impaired financing receivable, with an allowance recorded, recorded investment	1,188		1,188
Impaired financing receivable, with an allowance recorded, unpaid principal balance	1,188		1,188
Impaired financing receivable, with no specific allowance recorded, average recorded investment	185		210
Impaired financing receivable, with no specific allowance recorded, interest income, accrual method	3		7
Impaired financing receivable, with an allowance recorded, average recorded investment	1,207		1,211
Impaired financing receivable, with an allowance recorded, interest income recognized	17		34
Real Estate [Member] | Construction, Commercial [Member]
Financing Receivable Impaired [Line Items]
Impaired financing receivable, with no specific allowance recorded, recorded investment	535		535
Impaired financing receivable, with no specific allowance recorded, unpaid principal balance	535		535
Impaired financing receivable, with no specific allowance recorded, average recorded investment	537		539
Impaired financing receivable, with no specific allowance recorded, interest income, accrual method	8		16
Real Estate [Member] | Mortgage, Residential [Member]
Financing Receivable Impaired [Line Items]
Impaired financing receivable, with no specific allowance recorded, recorded investment	919		919		452
Impaired financing receivable, with no specific allowance recorded, unpaid principal balance	919		919		571
Impaired financing receivable, related allowance	57		57
Impaired financing receivable, with an allowance recorded, recorded investment	57		57
Impaired financing receivable, with an allowance recorded, unpaid principal balance	57		57
Impaired financing receivable, with no specific allowance recorded, average recorded investment	920	581	890	581
Impaired financing receivable, with no specific allowance recorded, interest income, accrual method	7		13
Impaired financing receivable, with an allowance recorded, average recorded investment	57	376	116	376
Impaired financing receivable, with an allowance recorded, interest income recognized				2
Real Estate [Member] | Commercial and Industrial [Member]
Financing Receivable Impaired [Line Items]
Impaired financing receivable, with no specific allowance recorded, recorded investment	4,735		4,735		234
Impaired financing receivable, with no specific allowance recorded, unpaid principal balance	4,735		4,735		234
Impaired financing receivable, related allowance					$ 144
Impaired financing receivable, with no specific allowance recorded, average recorded investment	4,324		4,409
Impaired financing receivable, with no specific allowance recorded, interest income, accrual method	$ 49		$ 99
Impaired financing receivable, with an allowance recorded, average recorded investment		$ 265		265
Impaired financing receivable, with an allowance recorded, interest income recognized				$ 1

XML

Loans and Allowance for Loan Losses - Summary of Allowance for Loans Losses (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021		Jun. 30, 2020
Financing Receivable Impaired [Line Items]
ALL, beginning of period	$ 13,402	$ 4,897	$ 13,827	[1]	$ 4,572
Charge-offs	(991)	(255)	(1,625)		(574)
Recoveries	596	64	805		133
Net charge-offs	(395)	(191)	(820)		(441)
Provision for loan losses		3,500			4,075
ALL, end of period	13,007	8,206	13,007		8,206
Commercial and Industrial [Member]
Financing Receivable Impaired [Line Items]
ALL, beginning of period	3,459		3,762
Charge-offs	(857)		(1,216)
Recoveries	394		450		1
Provision for loan losses	502		502
ALL, end of period	3,498		3,498
Real Estate, Mortgage [Member]
Financing Receivable Impaired [Line Items]
Charge-offs	(1)		(13)
Recoveries	87		103
Consumer [Member]
Financing Receivable Impaired [Line Items]
ALL, beginning of period	3,115		3,241
Charge-offs	(133)	(255)	(396)		(574)
Recoveries	115	$ 64	252		$ 132
Provision for loan losses	(1,446)		(1,446)
ALL, end of period	$ 1,651		$ 1,651

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

XML

Loans and Allowance for Loan Losses - Summary of Primary Segments of ALLL, Loans Individually and Collectively Evaluated for Impairment (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021		Jun. 30, 2020
Financing Receivable Impaired [Line Items]
ALL, beginning of period	$ 13,402	$ 4,897	$ 13,827	[1]	$ 4,572
Charge-offs	(991)	(255)	(1,625)		(574)
Recoveries	596	64	805		133
Provision for loan losses		3,500			4,075
ALL, end of period	13,007	8,206	13,007		8,206
Individually evaluated for impairment	444		444
Collectively evaluated for impairment	12,563		12,563
Commercial and Industrial [Member]
Financing Receivable Impaired [Line Items]
ALL, beginning of period	3,459		3,762
Charge-offs	(857)		(1,216)
Recoveries	394		450		1
Provision for loan losses	502		502
ALL, end of period	3,498		3,498
Collectively evaluated for impairment	3,498		3,498
Construction, Commercial [Member] | Real Estate [Member]
Financing Receivable Impaired [Line Items]
ALL, beginning of period	960		960
Provision for loan losses	(208)		(208)
ALL, end of period	752		752
Collectively evaluated for impairment	752		752
Construction, Residential [Member] | Real Estate [Member]
Financing Receivable Impaired [Line Items]
ALL, beginning of period	150		150
Provision for loan losses	(72)		(72)
ALL, end of period	78		78
Collectively evaluated for impairment	78		78
Mortgage, Commercial [Member] | Real Estate [Member]
Financing Receivable Impaired [Line Items]
ALL, beginning of period	4,215		4,215
Recoveries	79		79
Provision for loan losses	1,953		1,953
ALL, end of period	6,247		6,247
Individually evaluated for impairment	387		387
Collectively evaluated for impairment	5,860		5,860
Mortgage, Residential [Member] | Real Estate [Member]
Financing Receivable Impaired [Line Items]
ALL, beginning of period	1,485		1,481
Charge-offs	(1)		(13)
Recoveries	8		24
Provision for loan losses	(734)		(734)
ALL, end of period	758		758
Individually evaluated for impairment	57		57
Collectively evaluated for impairment	701		701
Mortgage, Farmland [Member] | Real Estate [Member]
Financing Receivable Impaired [Line Items]
ALL, beginning of period	18		18
Provision for loan losses	5		5
ALL, end of period	23		23
Collectively evaluated for impairment	23		23
Consumer [Member]
Financing Receivable Impaired [Line Items]
ALL, beginning of period	3,115		3,241
Charge-offs	(133)	(255)	(396)		(574)
Recoveries	115	$ 64	252		$ 132
Provision for loan losses	(1,446)		(1,446)
ALL, end of period	1,651		1,651
Collectively evaluated for impairment	$ 1,651		$ 1,651

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

XML

Loans and Allowance for Loan Losses - Summary of Accounts Notes Loans and Financing Receivable (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	$ 1,860,878	$ 1,025,687
Less: Deferred loan fees, net of costs	(1,008)	(4,271)
Total	1,859,870	1,021,416
Commercial and Industrial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	304,178	123,675
Paycheck Protection Program [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	130,489	292,068
Consumer [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	65,220	46,684
Grade 1 Prime [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	138,322	293,680
Grade 1 Prime [Member] | Commercial and Industrial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	5,324	844
Grade 1 Prime [Member] | Paycheck Protection Program [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	130,489	292,068
Grade 1 Prime [Member] | Consumer [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	354	324
Grade 2 Desirable [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	17,352	10,240
Grade 2 Desirable [Member] | Commercial and Industrial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	3,578	484
Grade 2 Desirable [Member] | Consumer [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	44	36
Grade 3 Good [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	848,214	293,903
Grade 3 Good [Member] | Commercial and Industrial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	133,649	23,828
Grade 3 Good [Member] | Consumer [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	18,655	17,062
Grade 4 Acceptable [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	657,148	366,106
Grade 4 Acceptable [Member] | Commercial and Industrial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	131,944	85,928
Grade 4 Acceptable [Member] | Consumer [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	43,373	28,033
Grade 5 Pass/Watch [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	85,890	41,695
Grade 5 Pass/Watch [Member] | Commercial and Industrial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	13,441	7,251
Grade 5 Pass/Watch [Member] | Consumer [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	1,685	521
Grade 6 Special Mention [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	86,419	3,349
Grade 6 Special Mention [Member] | Commercial and Industrial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	5,787	4
Grade 6 Special Mention [Member] | Consumer [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	496	1
Grade 7 Substandard [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	27,533	16,714
Grade 7 Substandard [Member] | Commercial and Industrial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	10,455	5,336
Grade 7 Substandard [Member] | Consumer [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	613	707
Real Estate [Member] | Construction, Commercial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	143,215	54,702
Real Estate [Member] | Construction, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	47,894	18,040
Real Estate [Member] | Mortgage, Commercial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	672,592	273,499
Real Estate [Member] | Mortgage, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	490,753	213,404
Real Estate [Member] | Mortgage, Farmland [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	6,537	3,615
Real Estate [Member] | Grade 1 Prime [Member] | Construction, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	108
Real Estate [Member] | Grade 1 Prime [Member] | Mortgage, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	1,663
Real Estate [Member] | Grade 1 Prime [Member] | Mortgage, Farmland [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	384	444
Real Estate [Member] | Grade 2 Desirable [Member] | Construction, Commercial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	538	2,143
Real Estate [Member] | Grade 2 Desirable [Member] | Construction, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	33
Real Estate [Member] | Grade 2 Desirable [Member] | Mortgage, Commercial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	3,766	3,994
Real Estate [Member] | Grade 2 Desirable [Member] | Mortgage, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	9,393	3,583
Real Estate [Member] | Grade 3 Good [Member] | Construction, Commercial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	36,043	19,524
Real Estate [Member] | Grade 3 Good [Member] | Construction, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	19,401	3,073
Real Estate [Member] | Grade 3 Good [Member] | Mortgage, Commercial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	325,958	128,163
Real Estate [Member] | Grade 3 Good [Member] | Mortgage, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	313,336	101,078
Real Estate [Member] | Grade 3 Good [Member] | Mortgage, Farmland [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	1,172	1,175
Real Estate [Member] | Grade 4 Acceptable [Member] | Construction, Commercial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	76,956	26,324
Real Estate [Member] | Grade 4 Acceptable [Member] | Construction, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	21,681	8,247
Real Estate [Member] | Grade 4 Acceptable [Member] | Mortgage, Commercial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	235,860	114,977
Real Estate [Member] | Grade 4 Acceptable [Member] | Mortgage, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	142,353	100,601
Real Estate [Member] | Grade 4 Acceptable [Member] | Mortgage, Farmland [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	4,981	1,996
Real Estate [Member] | Grade 5 Pass/Watch [Member] | Construction, Commercial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	8,625	5,916
Real Estate [Member] | Grade 5 Pass/Watch [Member] | Construction, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	6,416	6,458
Real Estate [Member] | Grade 5 Pass/Watch [Member] | Mortgage, Commercial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	41,193	15,799
Real Estate [Member] | Grade 5 Pass/Watch [Member] | Mortgage, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	14,530	5,750
Real Estate [Member] | Grade 6 Special Mention [Member] | Construction, Commercial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	18,988	218
Real Estate [Member] | Grade 6 Special Mention [Member] | Mortgage, Commercial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	56,990	2,968
Real Estate [Member] | Grade 6 Special Mention [Member] | Mortgage, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	4,158	158
Real Estate [Member] | Grade 7 Substandard [Member] | Construction, Commercial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	2,065	577
Real Estate [Member] | Grade 7 Substandard [Member] | Construction, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	255	262
Real Estate [Member] | Grade 7 Substandard [Member] | Mortgage, Commercial [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	8,825	7,598
Real Estate [Member] | Grade 7 Substandard [Member] | Mortgage, Residential [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Gross loans	$ 5,320	$ 2,234

XML

Goodwill and Other Intangibles - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Goodwill [Line Items]
Net assets acquired	$ 8,931		$ 8,931		$ 2,922
Accumulated amortization of intangibles	3,338		3,338		2,382
Amortization of intangibles	506	$ 233	906	$ 376
Mortgage servicing asset	13,100		13,100		7,100
Core Deposits [Member]
Goodwill [Line Items]
Net assets acquired	7,521		7,521		1,410
Accumulated amortization of intangibles	2,105		2,105		1,366
Loan Servicing Assets Included in Other Amortization Intangibles [Member]
Goodwill [Line Items]
Accumulated amortization of intangibles	274		274		209
Loan Servicing Assets Included in Interest and Fees on Loans [Member]
Goodwill [Line Items]
Amortization of intangibles			$ 115		$ 189
Bay Banks [Member] | Core Deposits [Member]
Goodwill [Line Items]
Amortization of intangible assets			10 years
Net assets acquired	$ 6,900		$ 6,900
Minimum [Member]
Goodwill [Line Items]
Amortization of intangible assets			5 years
Maximum [Member]
Goodwill [Line Items]
Amortization of intangible assets			12 years

XML

Goodwill and Other Intangibles - Schedule of Components of Goodwill (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jan. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Goodwill	$ 27,098		$ 19,892	[1]
Charlottesville Branch [Member]
Goodwill [Line Items]
Year of acquisition	2011
Goodwill	$ 366		366
River Bancorp, Inc. [Member]
Goodwill [Line Items]
Year of acquisition	2016
Goodwill	$ 1,728		1,728
Mortgage Business [Member]
Goodwill [Line Items]
Year of acquisition	2018
Goodwill	$ 600		600
Hammond Insurance Agency [Member]
Goodwill [Line Items]
Year of acquisition	2019
Goodwill	$ 613		613
Virginia Community Bankshares, Inc. [Member]
Goodwill [Line Items]
Year of acquisition	2019
Goodwill	$ 16,585		$ 16,585
Bay Banks [Member]
Goodwill [Line Items]
Year of acquisition	2021
Goodwill	$ 7,206	$ 7,206

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

XML

Goodwill and Other Intangibles - Schedule of Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 12,269	$ 5,304
Accumulated Amortization	(3,338)	(2,382)
Net Carrying Value	8,931	2,922
Core Deposits [Member]
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	9,626	2,776
Accumulated Amortization	(2,105)	(1,366)
Net Carrying Value	7,521	1,410
Other [Member]
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	2,643	2,528
Accumulated Amortization	(1,233)	(1,016)
Net Carrying Value	$ 1,410	$ 1,512

XML

Other Real Estate Owned - Summary of Number and Carrying Values of Properties in Other Real Estate Owned (Detail) $ in Thousands	Jun. 30, 2021 USD ($) Property	Dec. 31, 2020 Property
Other Real Estate Owned [Line Items]
Number of Properties	6	1
Carrying Value | $	$ 438
Residential
Other Real Estate Owned [Line Items]
Number of Properties	1	1
Land
Other Real Estate Owned [Line Items]
Number of Properties	4
Carrying Value | $	$ 264
Commercial Properties
Other Real Estate Owned [Line Items]
Number of Properties	1
Carrying Value | $	$ 174

XML

Other Real Estate Owned - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2021 USD ($)
Other Real Estate [Abstract]
Other real estate owned acquired	$ 598,000
Carrying value of the OREO portfolio	438,000
Mortgage loans in process of foreclosure, amount	$ 0

XML

Borrowings - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Dec. 31, 2020		Jan. 31, 2021	May 28, 2020	Nov. 20, 2015
Debt Instrument [Line Items]
FHLB borrowings	$ 125,118,000		$ 125,118,000	$ 115,000,000	[1]
Federal home loan bank stock	6,000,000.0		6,000,000.0	5,800,000
Subordinated notes, net outstanding	46,149,000		46,149,000	24,506,000	[1]
Subordinated Notes [Member]
Debt Instrument [Line Items]
Subordinated notes, net outstanding	$ 46,100,000		$ 46,100,000	24,500,000
Subordinated debt instrument face value							$ 15,000,000.0	$ 10,000,000.0
Subordinated Notes [Member] | 2029 Bay Banks Notes [Member]
Debt Instrument [Line Items]
Subordinated debt instrument maturity date			Oct. 15, 2029
Debt instrument interest rate stated percentage	5.625%		5.625%
Maturity Date			Oct. 14, 2024
Debt Instrument, frequency of periodic payment			semi-annually
Debt instrument carrying amount	$ 25,300,000		$ 25,300,000
Debt instrument, unamortized premium	$ 830,000		$ 830,000
Effective interest rate	4.72%		4.73%
Subordinated Notes [Member] | 2029 Bay Banks Notes [Member] | SOFR [Member]
Debt Instrument [Line Items]
Debt instrument basis spread on variable rate1			433.50%
Subordinated Notes [Member] | 2025 Bay Banks Notes [Member]
Debt Instrument [Line Items]
Subordinated debt instrument maturity date			May 28, 2025
Debt instrument interest rate stated percentage	6.50%		6.50%
Debt instrument carrying amount	$ 6,100,000		$ 6,100,000
Debt instrument, unamortized premium	$ 30,000		$ 30,000
Effective interest rate	5.03%		5.06%
Redemption date			Sep. 01, 2021
Subordinated Notes [Member] | 2030 Notes [Member]
Debt Instrument [Line Items]
Effective interest rate	6.27%		6.27%
Unamortized debt issuance cost	$ 14,400,000		$ 14,400,000
Unsecured Lines of Credit [Member]
Debt Instrument [Line Items]
Maximum overnight line of credit facilities available	79,000,000.0		79,000,000.0	38,000,000.0
Overnight line of credit facilities outstanding	0		0	0
Federal Reserve Paycheck Protection Program Liquidity [Member]
Debt Instrument [Line Items]
Percentage of advances on PPP loan value and term		100.00%
Fixed annual cost basis points		35.00%
Total advances	97,400,000		$ 97,400,000	$ 281,600,000
Federal Reserve Paycheck Protection Program Liquidity [Member] | Minimum [Member]
Debt Instrument [Line Items]
Borrowing maturity			9 months 18 days	1 year 2 months 12 days
Federal Reserve Paycheck Protection Program Liquidity [Member] | Maximum [Member]
Debt Instrument [Line Items]
Borrowing maturity			4 years	4 years 6 months
Bay Banks [Member] | Subordinated Notes [Member]
Debt Instrument [Line Items]
Subordinated notes, net outstanding						$ 30,900,000
Subordinated debt instrument face value						31,900,000
Bay Banks [Member] | Federal Reserve Paycheck Protection Program Liquidity [Member]
Debt Instrument [Line Items]
Total advances						24,800,000
FHLB [Member]
Debt Instrument [Line Items]
Federal home loan bank advances, maximum borrowing capacity percentage on assets			30.00%
FHLB borrowings	125,100,000		$ 125,100,000	$ 115,000,000.0
FHLB [Member] | Bay Banks [Member]
Debt Instrument [Line Items]
Federal home loan, advances assumed						$ 10,100,000
FHLB [Member] | Restricted Equity Investments [Member]
Debt Instrument [Line Items]
Federal home loan bank stock	6,000,000.0		6,000,000.0	$ 5,800,000
FHLB [Member] | Line of Credit [Member]
Debt Instrument [Line Items]
Federal home loan bank, advances, general debt obligations, amount available	452,400,000		452,400,000
FHLB borrowings	268,400,000		268,400,000
FHLB [Member] | Line of Credit [Member] | 1-4 Family Residential Loans [Member]
Debt Instrument [Line Items]
Assets pledged with federal home loan bank against credit facilities	210,600,000		210,600,000
FHLB [Member] | Line of Credit [Member] | Multi-Family Residential Loans [Member]
Debt Instrument [Line Items]
Assets pledged with federal home loan bank against credit facilities	35,800,000		35,800,000
FHLB [Member] | Line of Credit [Member] | Commercial Real Estate Loans [Member]
Debt Instrument [Line Items]
Assets pledged with federal home loan bank against credit facilities	123,600,000		123,600,000
FHLB [Member] | Line of Credit [Member] | 1-4 Family Residential Loans Held for Sale [Member]
Debt Instrument [Line Items]
Assets pledged with federal home loan bank against credit facilities	52,100,000		52,100,000
FHLB [Member] | Line of Credit [Member] | Securities [Member]
Debt Instrument [Line Items]
Assets pledged with federal home loan bank against credit facilities	30,200,000		30,200,000
FHLB [Member] | Line of Credit [Member] | Public Deposits with Treasury Board of Virginia [Member]
Debt Instrument [Line Items]
Assets pledged with federal home loan bank against credit facilities	$ 59,000,000.0		$ 59,000,000.0

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

XML

Borrowings - Schedule of Information Regarding FHLB Advances Outstanding (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	[1]
Federal Home Loan Bank Advances Branch Of F H L B Bank [Line Items]
Balance	$ 125,118	$ 115,000
Convertible [Member]
Federal Home Loan Bank Advances Branch Of F H L B Bank [Line Items]
Balance	$ 10,118
Originated Date	Feb. 28, 2020
Stated Interest Rate	0.56%
Maturity Date	Feb. 28, 2030
Fixed Rate Credit One [Member]
Federal Home Loan Bank Advances Branch Of F H L B Bank [Line Items]
Balance	$ 15,000
Originated Date	Apr. 01, 2021
Stated Interest Rate	0.17%
Maturity Date	Jul. 01, 2021
Fixed Rate Credit Two [Member]
Federal Home Loan Bank Advances Branch Of F H L B Bank [Line Items]
Balance	$ 25,000
Originated Date	May 03, 2021
Stated Interest Rate	0.16%
Maturity Date	Aug. 02, 2021
Fixed Rate Credit Three [Member]
Federal Home Loan Bank Advances Branch Of F H L B Bank [Line Items]
Balance	$ 35,000
Originated Date	May 07, 2021
Stated Interest Rate	0.16%
Maturity Date	Aug. 06, 2021
Fixed Rate Credit Four [Member]
Federal Home Loan Bank Advances Branch Of F H L B Bank [Line Items]
Balance	$ 10,000
Originated Date	May 28, 2021
Stated Interest Rate	0.16%
Maturity Date	Aug. 30, 2021
Fixed Rate Credit Five [Member]
Federal Home Loan Bank Advances Branch Of F H L B Bank [Line Items]
Balance	$ 10,000
Originated Date	May 28, 2021
Stated Interest Rate	0.16%
Maturity Date	Aug. 30, 2021
Fixed Rate Credit Six [Member]
Federal Home Loan Bank Advances Branch Of F H L B Bank [Line Items]
Balance	$ 20,000
Originated Date	Sep. 17, 2021
Stated Interest Rate	0.19%
Maturity Date	Sep. 17, 2021

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

XML

Derivatives - Summary Notional and Fair Value of Interest Rate Swaps (Detail) - Interest Rate Swap Agreement [Member] - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Receive Fixed/Pay Variable Swaps [Member]
Derivative [Line Items]
Notional Amount	$ 2,076	$ 2,100
Fair Value	247	339
Pay Fixed/Receive Variable Swaps [Member]
Derivative [Line Items]
Notional Amount	2,076	2,100
Fair Value	$ (247)	$ (339)

XML

Derivatives - Additional Information (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Derivative [Line Items]
Interest rate swap asset	$ 5,072	$ 1,716	[1]
Interest rate swap liability	1,445	2,735	[1]
Cash collateral with counterparties	6,000	6,000
Derivative assets held for sale	131,800	97,100
Mortgage derivative asset	3,143	5,293	[1]
Mortgage derivative liabilities including in other liabilities	300	1,600
Interest Rate Lock Commitments [Member]
Derivative [Line Items]
Notional Amount	97,000	154,300
Hedged Instrument [Member]
Derivative [Line Items]
Derivative assets held for sale	$ 232,800	$ 225,000
Identified Hedge [Member]
Derivative [Line Items]
Derivative, fixed interest rate	1.80%
New Hedges [Member] | Minimum [Member]
Derivative [Line Items]
Derivative, fixed interest rate	0.92%
New Hedges [Member] | Maximum [Member]
Derivative [Line Items]
Derivative, fixed interest rate	0.95%
Additional Hedges [Member] | Minimum [Member]
Derivative [Line Items]
Derivative, fixed interest rate	0.83%
Additional Hedges [Member] | Maximum [Member]
Derivative [Line Items]
Derivative, fixed interest rate	0.86%

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

XML

Derivatives - Summary of Identified Hedge Layers (Detail) $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($)
Identified Hedge [Member] | 3-Month LIBOR Hedged Agreement One [Member]
Derivative [Line Items]
Notional Amount	$ 15,000
Cash & securities exposure hedged amount	$ 15,000
Derivative, inception date	Jul. 01, 2019
Derivative, maturity date	Jul. 01, 2022
Identified Hedge [Member] | 3-Month LIBOR Hedged Agreement Two [Member]
Derivative [Line Items]
Notional Amount	$ 25,000
Cash & securities exposure hedged amount	$ 25,000
Derivative, inception date	Aug. 02, 2019
Derivative, maturity date	Feb. 02, 2023
Identified Hedge [Member] | 3-Month LIBOR Hedged Agreement Three [Member]
Derivative [Line Items]
Notional Amount	$ 10,000
Cash & securities exposure hedged amount	$ 10,000
Derivative, inception date	Aug. 29, 2019
Derivative, maturity date	Aug. 29, 2023
New Hedges [Member] | 3-Month LIBOR Hedged Agreement One [Member]
Derivative [Line Items]
Notional Amount	$ 15,000
Cash & securities exposure hedged amount	$ 15,000
Derivative, inception date	Jul. 01, 2022
Derivative, maturity date	Jul. 01, 2032
New Hedges [Member] | 3-Month LIBOR Hedged Agreement Two [Member]
Derivative [Line Items]
Notional Amount	$ 25,000
Cash & securities exposure hedged amount	$ 25,000
Derivative, inception date	Feb. 02, 2023
Derivative, maturity date	Feb. 02, 2033
New Hedges [Member] | 3-Month LIBOR Hedged Agreement Three [Member]
Derivative [Line Items]
Notional Amount	$ 10,000
Cash & securities exposure hedged amount	$ 10,000
Derivative, inception date	Aug. 29, 2023
Derivative, maturity date	Aug. 29, 2033
Additional Hedges [Member] | 3-Month LIBOR Hedged Agreement One [Member]
Derivative [Line Items]
Notional Amount	$ 20,000
Cash & securities exposure hedged amount	$ 20,000
Derivative, inception date	Mar. 13, 2020
Derivative, maturity date	Mar. 13, 2030
Additional Hedges [Member] | 3-Month LIBOR Hedged Agreement Two [Member]
Derivative [Line Items]
Notional Amount	$ 35,000
Cash & securities exposure hedged amount	$ 35,000
Derivative, inception date	May 06, 2020
Derivative, maturity date	May 06, 2027
Additional Hedges [Member] | 3-Month LIBOR Hedged Agreement Three [Member]
Derivative [Line Items]
Notional Amount	$ 10,000
Cash & securities exposure hedged amount	$ 10,000
Derivative, inception date	May 29, 2020
Derivative, maturity date	May 29, 2027

XML

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended			6 Months Ended
	Jan. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Non-cash equity compensation		$ 170		$ 70	$ 337	$ 149
Restricted stock awards outstanding		117,338			117,338
Unrecognized compensation expense					$ 1,100
Share-based compensation arrangement by share-based payment award, converted options to purchase common stock	198,362
Share-based compensation arrangement by share-based payment award options to acquire common stock	99,176
Options to acquire shares of common stock on post stock split basis	148,764
Estimated fair value	$ 472
Stock option exercises, Shares		15,866	67,031
Stock options outstanding		43,732			43,732
Bay Banks [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options to acquire shares of common stock on post stock split basis	148,764
Weighted-average exercise price per stock option	$ 14.83
Remaining contractual life (in years)	5 years 5 months 19 days
Post Stock Split basis [Member] | Bay Banks [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average exercise price per stock option	$ 9.89

XML

Stock-Based Compensation - Summary of Assumptions to Determine Estimated Fair Value of Converted Stock Options (Detail)	1 Months Ended
	Jan. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk free interest rate (U.S. Treasury)	0.06%
Risk free interest rate (U.S. Treasury)	0.45%
Expected volatility	21.20%
Expected volatility	38.20%
Expected dividend yield	2.85%
Risk free interest rate (U.S. Treasury)	0.32%
Expected term (years)	3 years 10 months 20 days
Expected volatility	32.80%
Expected dividend yield	2.85%
Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	1 month 20 days
Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	5 years

XML

Fair Value - Summary of Financial Assets Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total securities available for sale	$ 261,309	$ 109,475
Mortgage derivative asset	3,143	5,293	[1]
Mortgage derivative liability	300	1,600
State and Municipal [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale	30,606	14,259
U.S. Treasury and Agencies [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale	23,028	2,409
Corporate Bonds [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale	33,240	20,172
Fair Value, Recurring [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total securities available for sale	261,309	109,475
Rabbi trust assets	1,087
Mortgage derivative asset	3,143	5,293
Mortgage derivative liability	300	1,569
Fair Value, Recurring [Member] | State and Municipal [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale	30,606	14,259
Fair Value, Recurring [Member] | U.S. Treasury and Agencies [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale	23,028	2,409
Fair Value, Recurring [Member] | Mortgage Backed Securities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale	174,435	72,635
Fair Value, Recurring [Member] | Corporate Bonds [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale	33,240	20,172
Fair Value, Recurring [Member] | Interest Rate Swap Agreement [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Interest rate swap asset	5,072	1,716
Interest rate swap liability	1,445	2,735
Fair Value, Recurring [Member] | Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Rabbi trust assets	1,087
Fair Value, Recurring [Member] | Level 2 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total securities available for sale	261,309	109,475
Mortgage derivative asset	3,143	5,293
Mortgage derivative liability	300	1,569
Fair Value, Recurring [Member] | Level 2 [Member] | State and Municipal [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale	30,606	14,259
Fair Value, Recurring [Member] | Level 2 [Member] | U.S. Treasury and Agencies [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale	23,028	2,409
Fair Value, Recurring [Member] | Level 2 [Member] | Mortgage Backed Securities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale	174,435	72,635
Fair Value, Recurring [Member] | Level 2 [Member] | Corporate Bonds [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale	33,240	20,172
Fair Value, Recurring [Member] | Level 2 [Member] | Interest Rate Swap Agreement [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Interest rate swap asset	5,072	1,716
Interest rate swap liability	$ 1,445	$ 2,735

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

XML

Fair Value - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)
Servicing Assets At Fair Value [Line Items]
Servicing rights of sold loans | $	$ 1,540,000,000	$ 846,500,000
Weighted average net servicing fee income, Basis points	0.275%
Weighted average prepayment speed assumption used in the fair value	12.81%
Weighted average discount rate	9.26%
Paycheck Protection Program [Member]
Servicing Assets At Fair Value [Line Items]
Credit risk | $	$ 0
PPP 1 [Member]
Servicing Assets At Fair Value [Line Items]
Loan forgiveness period	1 year 6 months
Minimum [Member]
Servicing Assets At Fair Value [Line Items]
Estimated base annual servicing costs | $ / shares	65.00
Base discount rate	9.00%
Minimum [Member] | PPP 2 [Member]
Servicing Assets At Fair Value [Line Items]
Loan forgiveness period	1 year
Maximum [Member]
Servicing Assets At Fair Value [Line Items]
Estimated base annual servicing costs | $ / shares	80.00
Base discount rate	12.00%
Maximum [Member] | PPP 2 [Member]
Servicing Assets At Fair Value [Line Items]
Loan forgiveness period	3 years

XML

Fair Value - Summary of Change in MSR Assets Using Level 3 Inputs (Detail) - MSR Assets [Member] - Level 3 [Member] - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Servicing Assets At Amortized Value [Line Items]
Beginning Balance	$ 7,084
Additions	6,407	$ 7,539
Write-offs	(328)	(61)
Amortization	(1,011)	(391)
Impairments		(3)
Fair value adjustments	2,611	207
Ending Balance, fair value	15,760	7,291
Ending Balance, amortized cost	13,149	$ 7,084
Bay Banks [Member]
Servicing Assets At Amortized Value [Line Items]
Additions	$ 997

XML

Fair Value - Summary of Assets Measured at Fair Value (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Disclosure Of Other Real Estate Owned Measured At Fair Value On A Recurring And Nonrecurring Basis Table [Line Items]
Impaired loans, net	$ 7,256	$ 2,187
Loans held for sale	146,985	148,209	[1]
OREO	438
Level 2 [Member]
Disclosure Of Other Real Estate Owned Measured At Fair Value On A Recurring And Nonrecurring Basis Table [Line Items]
Loans held for sale	146,985	148,209
Level 3 [Member]
Disclosure Of Other Real Estate Owned Measured At Fair Value On A Recurring And Nonrecurring Basis Table [Line Items]
Impaired loans, net	7,256	$ 2,187
OREO	$ 438

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

XML

Fair Value - Summary of Quantitative Information about Level 3 Fair Value Measurements (Detail) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Disclosure Of Other Real Estate Owned Measured On Nonrecurring Vasis Valuation Techniques [Line Items]
Impaired loans, net	$ 7,256	$ 2,187
Fair Value, Nonrecurring [Member]
Disclosure Of Other Real Estate Owned Measured On Nonrecurring Vasis Valuation Techniques [Line Items]
Balance as of June 30, 2021	$ 438
Valuation Technique	Discounted appraised value
Unobservable Input	Selling costs
Weighted Average	7.00%
Fair Value, Nonrecurring [Member] | Selling Costs [Member]
Disclosure Of Other Real Estate Owned Measured On Nonrecurring Vasis Valuation Techniques [Line Items]
Impaired loans, net	$ 7,256	$ 2,097
Valuation Technique	Discounted appraised value	Discounted appraised value
Unobservable Input	Selling costs	Selling costs
Weighted Average	10.00%	10.00%
Fair Value, Nonrecurring [Member] | Discount Rate [Member]
Disclosure Of Other Real Estate Owned Measured On Nonrecurring Vasis Valuation Techniques [Line Items]
Impaired loans, net		$ 90
Valuation Technique		Discounted cash flows
Unobservable Input		Discount rate
Weighted Average		6.00%

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Fair Value - Summary of Estimated Fair Values and Related Carrying Amounts and Valuation Level of Financial Instruments (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020		Jun. 30, 2020	Dec. 31, 2019
Financial Assets
Cash and due from banks	$ 296,425	$ 117,945	[1]	$ 241,136	$ 60,026
Securities available for sale	261,309	109,475	[1]
Restricted equity and other investments	13,228	11,173	[1]
Financial Liabilities
Noninterest-bearing demand deposits	660,937	333,051	[1]
Savings	143,908	78,352	[1]
Time deposits	572,970	251,443	[1]
FHLB borrowings	125,118	115,000	[1]
Subordinated notes, net	46,149	24,506	[1]
Carrying Value
Financial Assets
Cash and due from banks	296,425	117,945
Federal funds sold	2,273	775
Securities available for sale	261,309	109,475
Restricted equity and other investments	15,310	11,173
PPP loans receivable, net	130,193	288,533
Loans held for investment, net	1,716,670	719,056
Accrued interest receivable	11,072	5,428
Bank owned life insurance	46,001	15,724
Financial Liabilities
Noninterest-bearing demand deposits	660,937	333,051
Interest-bearing demand and money market deposits	812,756	282,263
Savings	143,908	78,352
Time deposits	572,970	251,443
FHLB borrowings	125,118	115,000
FRB borrowings	97,384	281,650
Subordinated notes, net	46,149	24,506
Fair Value
Financial Assets
Cash and due from banks	296,425	117,945
Federal funds sold	2,273	775
Securities available for sale	261,309	109,475
Restricted equity and other investments	15,310	11,173
PPP loans receivable, net	130,193	288,533
Loans held for investment, net	1,720,233	720,396
Accrued interest receivable	11,072	5,428
Bank owned life insurance	46,001	15,724
Financial Liabilities
Noninterest-bearing demand deposits	660,937	333,051
Interest-bearing demand and money market deposits	812,756	282,263
Savings	143,908	78,352
Time deposits	578,830	257,647
FHLB borrowings	124,884	114,983
FRB borrowings	97,384	281,650
Subordinated notes, net	49,130	25,830
Level 1 [Member]
Financial Assets
Cash and due from banks	296,425	117,945
Federal funds sold	2,273	775
Financial Liabilities
Noninterest-bearing demand deposits	660,937	333,051
Level 2 [Member]
Financial Assets
Securities available for sale	261,309	109,475
Restricted equity and other investments	15,310	11,173
Accrued interest receivable	11,072	5,428
Bank owned life insurance	46,001	15,724
Financial Liabilities
Interest-bearing demand and money market deposits	812,756	282,263
Savings	143,908	78,352
FHLB borrowings	124,884	114,983
FRB borrowings	97,384	281,650
Level 3 [Member]
Financial Assets
PPP loans receivable, net	130,193	288,533
Loans held for investment, net	1,720,233	720,396
Financial Liabilities
Time deposits	578,830	257,647
Subordinated notes, net	$ 49,130	$ 25,830

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

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Leases - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2021 Lease
Leases [Abstract]
Operating lease, option to extend	Certain of these leases offer the option to extend the lease term and such extensions are included in the calculation of the lease liabilities to the extent the options are reasonably assured of being exercised.
Operating lease, existence of to extend	true
Number of operating leases assumed	5

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Leases - Summary of Company's Leases (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	[1]
Leases [Abstract]
Lease liabilities	$ 7,795	$ 5,506
Right-of-use asset	$ 6,348	$ 5,328
Weighted average remaining lease term (years)	6 years 1 month 28 days
Weighted average discount rate	2.96%

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

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Leases - Summary of Lease Cost (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Leases [Abstract]
Operating lease cost	$ 760	$ 458	$ 1,406	$ 889
Total lease cost	$ 760	$ 458	$ 1,406	$ 889

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Leases - Summary of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	[1]
Leases [Abstract]
Six months ending December 31, 2021	$ 1,370
Twelve months ending December 31, 2022	1,596
Twelve months ending December 31, 2023	1,268
Twelve months ending December 31, 2024	940
Twelve months ending December 31, 2025	786
Thereafter	2,403
Total undiscounted cash flows	8,363
Discount	(568)
Lease liabilities	$ 7,795	$ 5,506

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

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Minimum Regulatory Capital - Additional Information (Detail)	Jun. 30, 2021
Common Equity Tier One Capital
Compliance With Regulatory Capital Requirements Under Banking Regulations [Line Items]
Capital conservation buffer	2.50%

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Minimum Regulatory Capital - Summary of Capital and Capital Ratios to The Bank (Detail) - Blue Ridge Bank, N.A [Member] $ in Thousands	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)
Compliance With Regulatory Capital Requirements Under Banking Regulations [Line Items]
Total risk based capital, Actual Amount	$ 271,353	$ 109,219
Total risk based capital, Actual Ratio	13.92	13.10
Total risk based capital, For Capital Adequacy Purposes Amount	$ 204,674	$ 87,574
Total risk based capital, For Capital Adequacy Purposes Ratio	10.50	10.50
Total risk based capital, To Be Well Capitalized Under the Prompt Corrective Action Provisions Amount	$ 194,928	$ 83,404
Total risk based capital, To Be Well Capitalized Under the Prompt Corrective Action Provisions Ratio	10.00	10.00
Tier 1 capital to risk-weighted assets, Actual Amount	$ 257,994	$ 98,751
Tier 1 capital to risk-weighted assets, Actual Ratio	13.24	11.84
Tier 1 capital to risk-weighted assets, For Capital Adequacy Purposes Amount	$ 165,688	$ 70,893
Tier 1 capital to risk-weighted assets, For Capital Adequacy Purposes Ratio	8.50	8.50
Tier 1 capital to risk-weighted assets, To Be Well Capitalized Under the Prompt Corrective Action Provisions Amount	$ 155,942	$ 66,723
Tier 1 capital to risk-weighted assets, To Be Well Capitalized Under the Prompt Corrective Action Provisions Ratio	8.00	8.00
Common equity tier 1 capital, Actual Amount	$ 257,994	$ 98,751
Common equity tier 1 capital, Actual Ratio	13.24%	11.84%
Common equity tier 1 capital, For Capital Adequacy Purposes Amount	$ 136,449	$ 58,383
Common equity tier 1 capital, For Capital Adequacy Purposes Ratio	7.00%	7.00%
Common equity tier 1 capital, To Be Well Capitalized Under the Prompt Corrective Action Provisions Amount	$ 126,703	$ 54,213
Common equity tier 1 capital, To Be Well Capitalized Under the Prompt Corrective Action Provisions Ratio	6.50%	6.50%
Tier 1 leverage, Actual Amount	$ 257,994	$ 98,751
Tier 1 leverage, Actual Ratio	9.23	8.34
Tier 1 leverage, For Capital Adequacy Purposes Amount	$ 111,854	$ 47,363
Tier 1 leverage, For Capital Adequacy Purposes Ratio	4.00	4.00
Tier 1 leverage, To Be Well Capitalized Under the Prompt Corrective Action Provisions Amount	$ 139,817	$ 59,180
Tier 1 leverage, To Be Well Capitalized Under the Prompt Corrective Action Provisions Ratio	5.00	5.00

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Commitments and Contingencies - Additional Information (Detail) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Other Commitments [Line Items]
Outstanding loan commitments	$ 294,800,000	$ 126,000,000.0
Future commitments outstanding related to investments	7,800,000
Performance Stand-by Letters of Credit [Member]
Other Commitments [Line Items]
Outstanding stand-by letters of credit	655,000	0
Financial Stand-by Letters of Credit [Member]
Other Commitments [Line Items]
Outstanding stand-by letters of credit	9,400,000	6,100,000
Other Liabilities [Member]
Other Commitments [Line Items]
Reserves for unfunded commitments to borrowers	$ 352,000	$ 0

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Earning Per Share - Additional Information (Detail) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount	0	55,357

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Earning Per Share - Summary of Computation of Basic and Diluted EPS (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings Per Share [Abstract]
Net income		$ 28,642	$ 6,218	$ 32,879	$ 7,059
Net loss (income) attributable to noncontrolling interest		4	4	(5)	(5)
Net income attributable to Blue Ridge Bankshares, Inc.		$ 28,646	$ 6,222	$ 32,874	$ 7,054
Weighted average common shares outstanding, basic		18,624,723	8,489,051	16,890,718	8,492,816
Effect of dilutive securities		21,277		27,802
Weighted average common shares outstanding, dilutive		18,646,000	8,489,051	16,918,520	8,492,816
Basic earnings per common share (EPS)	[1]	$ 1.54	$ 0.73	$ 1.95	$ 0.83
Diluted earnings per common share (EPS	[1]	$ 1.54	$ 0.73	$ 1.94	$ 0.83

[1] EPS has been adjusted for all periods presented to reflect the Company’s 3-for-2 stock split effective April 30, 2021.

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Business Segments - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2021 segment
Segment Reporting [Abstract]
Number of business segments	2

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Business Segments - Summary of Segment Reporting Information by Segment (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information [Line Items]
Interest income	$ 33,812	$ 13,167	$ 56,388	$ 23,590
Gain on sale of Paycheck Protection Program loans	24,315		24,315
Residential mortgage banking income, net	7,254	13,708	16,555	17,569
Gain on sale of guaranteed government loans	143	243	1,217	263
Increase in cash surrender value of bank owned life insurance	237	92	401	185
Bank and purchase card, net	299	139	599	271
Revenues	70,237	29,520	108,622	44,784
Interest expense	3,350	2,522	5,909	4,922
Provision for loan losses		3,500		4,075
Salaries and employee benefits	17,642	10,846	31,651	18,006
Merger-related	1,237	177	10,256	446
Other	11,669	4,613	19,153	8,364
Total expense	33,898	21,658	66,969	35,813
Income (loss) before income taxes	36,339	7,862	41,653	8,971
Income tax expense (benefit)	7,697	1,644	8,774	1,912
Net income (loss)	28,642	6,218	32,879	7,059
Net loss (income) attributable to noncontrolling interest	4	4	(5)	(5)
Net income attributable to Blue Ridge Bankshares, Inc.	28,646	6,222	32,874	7,054
Wealth and Trust Management [Member]
Segment Reporting Information [Line Items]
Revenues	833		1,435
Mortgage Servicing Rights [Member]
Segment Reporting Information [Line Items]
Revenues	1,707	1,596	5,078	1,596
Other Income [Member]
Segment Reporting Information [Line Items]
Revenues	1,054	180	1,454	341
Commercial Banking [Member]
Segment Reporting Information [Line Items]
Interest income	32,775	12,433	54,482	22,490
Gain on sale of Paycheck Protection Program loans	24,315		24,315
Gain on sale of guaranteed government loans	143	243	1,217	263
Increase in cash surrender value of bank owned life insurance	237	92	401	185
Bank and purchase card, net	299	139	599	271
Revenues	59,650	13,488	84,467	24,531
Interest expense	2,425	2,187	4,296	4,308
Provision for loan losses		3,500		4,075
Salaries and employee benefits	10,960	2,988	16,701	6,240
Merger-related	997	177	9,134
Other	9,060	2,943	14,230	5,586
Total expense	23,442	11,795	44,361	20,209
Income (loss) before income taxes	36,208	1,693	40,106	4,322
Income tax expense (benefit)	7,644	510	8,407	923
Net income (loss)	28,564	1,183	31,699	3,399
Net loss (income) attributable to noncontrolling interest	4	4	(5)	(5)
Net income attributable to Blue Ridge Bankshares, Inc.	28,568	1,187	31,694	3,394
Commercial Banking [Member] | Wealth and Trust Management [Member]
Segment Reporting Information [Line Items]
Revenues	833		1,435
Commercial Banking [Member] | Other Income [Member]
Segment Reporting Information [Line Items]
Revenues	465	186	838	353
Mortgage Banking [Member]
Segment Reporting Information [Line Items]
Interest income	1,010	733	1,830	1,095
Residential mortgage banking income, net	7,254	13,708	16,555	17,569
Revenues	9,971	16,037	23,463	20,260
Interest expense	57	69	115	171
Salaries and employee benefits	6,682	7,858	14,950	11,766
Other	2,256	1,676	4,437	2,781
Total expense	8,995	9,603	19,502	14,718
Income (loss) before income taxes	976	6,434	3,961	5,542
Income tax expense (benefit)	212	1,352	817	1,164
Net income (loss)	764	5,082	3,144	4,378
Net income attributable to Blue Ridge Bankshares, Inc.	764	5,082	3,144	4,378
Mortgage Banking [Member] | Mortgage Servicing Rights [Member]
Segment Reporting Information [Line Items]
Revenues	1,707	1,596	5,078	1,596
Parents Only [Member]
Segment Reporting Information [Line Items]
Interest income	27	1	76	5
Revenues	678	1	779	5
Interest expense	868	266	1,498	443
Salaries and employee benefits	0
Merger-related	240		1,122	446
Other	415		573	9
Total expense	1,523	266	3,193	898
Income (loss) before income taxes	(845)	(265)	(2,414)	(893)
Income tax expense (benefit)	(159)	(218)	(450)	(175)
Net income (loss)	(686)	(47)	(1,964)	(718)
Net income attributable to Blue Ridge Bankshares, Inc.	(686)	(47)	(1,964)	(718)
Parents Only [Member] | Other Income [Member]
Segment Reporting Information [Line Items]
Revenues	651		703
Eliminations [Member]
Segment Reporting Information [Line Items]
Revenues	(62)	(6)	(87)	(12)
Interest expense	0
Other	(62)	(6)	(87)	(12)
Total expense	(62)	(6)	(87)	(12)
Eliminations [Member] | Other Income [Member]
Segment Reporting Information [Line Items]
Revenues	(62)	(6)	(87)	(12)
Service Charge on Deposit Accounts [Member]
Segment Reporting Information [Line Items]
Revenues	370	183	697	454
Service Charge on Deposit Accounts [Member] | Commercial Banking [Member]
Segment Reporting Information [Line Items]
Revenues	370	183	697	454
Payroll Processing Revenue [Member]
Segment Reporting Information [Line Items]
Revenues	213	212	483	515
Payroll Processing Revenue [Member] | Commercial Banking [Member]
Segment Reporting Information [Line Items]
Revenues	$ 213	$ 212	$ 483	$ 515

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Changes to Accumulated Other Comprehensive Income, Net - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021		Jun. 30, 2020
Beginning Balance	$ 239,734	$ 90,274	$ 108,200	[1]	$ 92,337
Change in net unrealized holding gains (losses) on securities available for sale, net of deferred tax expense (benefit)	747	(47)	(1,735)		(530)
Change in net unrealized holding gains (losses) on interest rate swaps, net of deferred tax (benefit) expense	(2,582)	(548)	3,671		(3,048)
Ending Balance	266,826	95,160	266,826		95,160
Net Unrealized Gains (Losses) on Available-For-Sale Securities [Member]
Beginning Balance	(1,413)	(61)	1,069		423
Change in net unrealized holding gains (losses) on securities available for sale, net of deferred tax expense (benefit)	747	(46)	(1,735)		(530)
Ending Balance	(666)	(107)	(666)		(107)
Net Unrealized Gains (Losses) on Interest Rate Swaps [Member
Beginning Balance	5,448	(2,693)	(805)		(194)
Change in net unrealized holding gains (losses) on interest rate swaps, net of deferred tax (benefit) expense	(2,582)	(549)	3,671		(3,048)
Ending Balance	2,866	(3,242)	2,866		(3,242)
Accumulated Other Comprehensive Income (Loss), Net [Member]
Beginning Balance	4,035	(2,754)	264		229
Change in net unrealized holding gains (losses) on securities available for sale, net of deferred tax expense (benefit)	747	(46)	(1,735)		(530)
Change in net unrealized holding gains (losses) on interest rate swaps, net of deferred tax (benefit) expense	(2,582)	(549)	3,671		(3,048)
Ending Balance	$ 2,200	$ (3,349)	$ 2,200		$ (3,349)

[1] Derived from audited December 31, 2020 Consolidated Financial Statements.

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Changes to Accumulated Other Comprehensive Income, Net - Components of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]
Change in net unrealized holding (losses) gains on securities available-for-sale, net of deferred tax expense (benefit)	$ 199	$ (12)	$ (461)	$ (141)
Change in net unrealized holding gains (losses) on interest rate swaps, net of deferred tax expense (benefit)	$ (687)	$ (146)	$ 975	$ (810)

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Legal Matters - Additional Information (Detail) - USD ($)	Jun. 24, 2021	Aug. 12, 2019
Loss Contingencies [Line Items]
Loss contingency, damages value		$ 12,000,000
Loss accrued for lawsuit	$ 0	$ 0
Minimum [Member]
Loss Contingencies [Line Items]
Loss contingency, damages value	$ 5,000,000

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Subsequent Events - Additional Information (Detail) - $ / shares		1 Months Ended
	Jul. 14, 2021	Mar. 31, 2021
Subsequent Event [Line Items]
Dividend, payment date		Apr. 30, 2021
Dividend, record date		Apr. 20, 2021
Subsequent Event [Member]
Subsequent Event [Line Items]
Quarterly cash dividend, declared date	Jul. 14, 2021
Quarterly cash dividend per common share, declared and paid	$ 0.12
Dividend, payment date	Jul. 30, 2021
Dividend, record date	Jul. 26, 2021
Subsequent Event [Member] | FVCBankcorp, Inc. [Member]
Subsequent Event [Line Items]
Common stock shares received by shareholders	1.1492