A. Pierce Stone, 79, joined the board ofOn December 15, 2019, the Company followingcompleted its acquisition of Virginia Community Bankshares, Inc. (“VCB”) in December 2019. He will stand for election at, the Company’s 2020 Annual Meeting of Shareholders for aone-year term. Mr. Stone previously served as VCB’s President, Chief Executive Officer and Chairman of the Board for forty years before his retirement in 2016. During Mr. Stone’s career, he was a founding director of the Virginia Bankers Bank, a former director of the Virginia Bankers Association, a former director and past presidentbank holding company of Virginia AssociationCommunity Bank based in Louisa, Virginia. Immediately following the merger, Virginia Community Bank, merged with and into the Bank. Pursuant to the acquisition, the Company acquired total assets of Community Banksapproximately $242.5 million and assumed total liabilities of approximately $219.2 million. In the merger, the Company issued 1,312,919 shares of its common stock and made cash payments to VCB shareholders totaling $16.6 million in the aggregate.
On February 1, 2019, the Bank acquired a former director and past president35% ownership interest in Hammond Insurance for an aggregate purchase price of $1.02 million.
On October 4, 2017, the Independent Community BankersBank acquired an 80% ownership interest in MoneyWise Payroll, a payroll management services company located in Charlottesville, Virginia, for an aggregate price of America. Mr. Stone holds a Bachelor of Science degree from the University of South Carolina.$800 thousand.
Carolyn J. Woodruff, 64, has served as a director
The principal executive offices of the Company since 2019. Sheare located at 1807 Seminole Trail, Charlottesville, Virginia 22901, and its telephone number is (540) 743-6521.
The Company files annual, quarterly and current reports, proxy statements and other information with the PresidentSecurities and Exchange Commission (“SEC”). The Company’s SEC filings are filed electronically and are available to the public over the Internet at the SEC’s website at http://www.sec.gov. The Company’s website can be accessed at https://www.mybrb.com. The Company makes its SEC filings available through this website under “Investor Relations,” “Financial Documents,” “Documents” as soon as practicable after filing or furnishing the material to the SEC. Copies of Woodruff Family Law Groupdocuments can also be obtained free of charge by writing to the Company’s Corporate Secretary at P.O. Box 609, 17 West Main Street, Luray, market area Virginia 22835, or by calling (540) 743-6521. Information on the Company’s website does not constitute part of, and is not incorporated into, this report or any other filing the Company makes with the SEC.
The Company qualifies as an “emerging growth company”, as defined in federal securities laws. For as long as it continues to be an emerging growth company, the Company may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, as an emerging growth company, the Company has elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to a company that is not an issuer (as defined under Section 2(a) of the Sarbanes-Oxley Act), if such
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standards apply to companies that are not issuers. This may make the Company’s financial statements not comparable with other public companies that are not emerging growth companies or that are emerging growth companies that have opted out of the extended transition period because of the potential differences in accounting standards used. The Company may be an emerging growth company for up to five years, although that status is lost sooner if gross revenues exceed $1.07 billion, if it issues more than $1.0 billion in non-convertible debt in a three-year period, or if the market value of common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case the Company would no longer be an emerging growth company as of the following December 31.
Market Area
The Bank currently has branches in Callao, Charlottesville, Chester, Colonial Heights, Culpeper, Fredericksburg, Gordonsville, Harrisonburg, Hartfield, Henrico, Kilmarnock, Louisa, Luray, Martinsville, Midlothian, Mineral, Montross, Orange, Petersburg, Richmond, Shenandoah, Suffolk, Virginia Beach, Warsaw, and White Stone, Virginia, and in Greensboro, North Carolina. SheInterstates 40, 64, 66, 73, 74, 81, 85, and 95 and ancillary major highways pass through the Bank’s trade area and provide efficient access to other regions of Virginia, North Carolina, and beyond. The Company’s primary market area stretches from the Shenandoah Valley across the Piedmont region through Richmond and into the coastal peninsulas and Hampton Roads region of Virginia and north-central North Carolina. The Company’s retail mortgage operations are primarily in the Mid-Atlantic and Southern regions of the United States, while the Company's wholesale mortgage operations are nationwide. The Company’s guaranteed government lending and fintech markets span across the United States.
Products and Services
Mortgage Loans on Real Estate. The Company’s mortgage loans on real estate comprise the largest segment of its loan portfolio. Mortgage loans on real estate include family residential properties, 1-4 family investment properties, home equity loans, commercial properties, and owner-occupied commercial properties. The Company also makes loans on properties under construction to qualified individuals and builders. These loans are generally for the construction period only and funds are disbursed as construction progresses and verified by the Company. Loans are for varying terms and may be at fixed or adjustable interest rates.
Residential Mortgage Loans. Residential mortgages are underwritten and documented within regulatory guidelines. The Company offers secondary market residential loan origination. Through the Bank, customers may apply for home mortgages that are generally underwritten in accordance with the guidelines of agencies including the Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal National Mortgage Association (“Fannie Mae”), and Government National Mortgage Association (“Ginnie Mae”). These loans are then sold into the secondary market on a loan-by-loan basis, usually directly to Freddie Mac, Fannie Mae, and Ginnie Mae. The Bank earns origination fees and a premium on servicing rights, if the loans are sold with servicing retained.
Commercial Real Estate Loans. Loans in this category include loans on real estate used for commercial purposes. Loans in this segment are underwritten to mitigate declines in real estate values, changes in the underlying cash flows from the properties, and general economic conditions.
Commercial and Industrial Loans. Commercial lending activities of the Company include small business loans, asset-based loans, and other secured and unsecured loans and lines of credit. Commercial and industrial loans may entail greater risk than residential mortgage loans, and therefore are underwritten with strict risk management standards. Among the criteria for determining the borrower’s ability to repay is a Certified Public Accountant licensedcash flow analysis of the business and business collateral.
Guaranteed Government Loans. Loans in this category provide customers access to capital that avoid many of the challenges of conventional commercial lending. Loans are generally underwritten pursuant to U.S. Small Business Administration (“SBA”) or U.S. Department of Agriculture (“USDA”) guidelines and afford the Company guarantees under these programs. The guaranteed portion of government guaranteed loans may be sold, in whole or in part, to secondary market buyers.
Consumer Loans. The Company’s consumer lending services include automobile lending, home improvement loans, credit cards, and other unsecured personal loans. These consumer loans historically entail greater risk than loans secured by real estate and also generate a higher return.
Consumer Deposit Services. Consumer deposit products offered by the Company include checking accounts, savings accounts, money market accounts, certificates of deposit, online banking, mobile banking, and electronic statements.
Commercial Banking Services. The Company offers a variety of services to commercial customers. These services include analysis checking, cash management deposit accounts, wire services, direct deposit payroll service, online banking,
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telephone banking, remote deposit, payroll processing, and a full line of commercial lending options. The Company also offers property and casualty insurance and employee benefit plans and administration.
Wealth and Trust Services. The Company, through the Financial Group, offers management services for personal and corporate trusts, including estate planning, estate settlement and trust administration, insurance products, and investment and wealth management.
Banking as a Service. The Company, through the Bank, provides banking as a service ("BaaS") to its fintech partners. BaaS is a model that provides the fintech partners access to certain of the Bank’s products that are offered to a broad base of consumers and small businesses through internet-enabled connections.
Competition
The financial services industry is highly competitive. The Company competes for loans, deposits, and financial services directly with other bank and nonbank institutions, including credit unions, located within its markets, internet-based banks, out-of-market banks, fintech companies, and bank holding companies that advertise in or otherwise serve its markets, along with money market and mutual funds, brokerage houses, mortgage companies, and insurance companies or other commercial entities that offer financial services products. Competition involves efforts to retain current customers and to obtain new loans and deposits, and differentiators include the scope and type of services offered, interest rates paid on deposits and charged on loans, and the customer service experience. Many of the Company’s competitors enjoy competitive advantages, including greater financial resources, a wider geographic presence, more accessible branch office locations, greater technology, the ability to offer additional services, more favorable pricing alternatives and lower origination and operating costs. The Company believes that its competitive pricing, personalized service, and community involvement enable it to effectively compete in the communities in which it operates.
Environmental, Social and Governance
The Company is committed to promoting sound Environmental, Social and Governance (“ESG”) practices through strong board of directors and management oversight. Management believes ESG initiatives are important to its customers, its employees, its shareholders, and the communities it serves. The Company’s board of directors approved an executive annual cash incentive plan for 2022 that incorporates accountability for progress on carbon neutrality and diversity and inclusion initiatives. The plan provides targets around progress on the Bank's carbon neutrality plan, implementation of a management diversity program, and the enhancement of ESG disclosures. Executives included in the plan have a material portion of their incentives at-risk for achievement of these objectives.
Environmental. During 2021, the Company began its initiative to contribute to curtailing the impacts of global climate change. The Company, through the Bank, joined the Net-Zero Banking Alliance ("NZBA"), a United Nations convened and industry-led initiative to lead practices and accountability in carbon reduction plans. The Bank will align its operations and its lending and investment portfolios to achieve net-zero emissions by 2040, while achieving intermediate performance targets by 2030. Additionally, during 2021, the Bank installed electric vehicle charging stations at two of its branch locations and is reviewing other locations for accessibility and utilization. The Company has a number of initiatives that are in various stages of study for feasibility.
Social. The Company’s board of directors and management are committed to employing a diverse workforce and will develop plans and metrics against which actions will be measured. Measures will also be developed for both lending and vendor relationships.
As further discussed in the Supervision and Regulation below, the Bank is subject to the Community Reinvestment Act (the "CRA"), under which the appropriate federal banking agency periodically assesses the Bank’s record in meeting the credit needs of the communities it serves, including low and moderate income neighborhoods. The Bank has a designated CRA officer that monitors the Bank’s compliance under this act.
The COVID-19 pandemic imposed strain on the Company’s workforce. The Bank reduced its banking hours during the critical period of the pandemic allowing employees to have more flexibility to manage their family situations. If the job function allowed, employees were afforded the opportunity to work from home, and in certain situations, employees could bring their children to work.
Governance. The Company operates under a strong governance structure, starting with the chairman of the board of directors that is independent from management. Members of the board of directors routinely undergo evaluations to assess their effectiveness. Employees operate under policies approved by the Company’s or the Bank’s board of directors and
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complete as many as 33 courses per year, covering topics such as preventing harassment, confidentiality of data, and unfair banking practices.
Human Capital Resources
The success of the Company is directly attributable to its exceptional and dedicated team of employees. As part of the Company's strategic plan, management focuses on designing compensation, incentive, and benefit programs to ensure that the Company is competitive at attracting and retaining top talent in the market, while emphasizing the importance of diversity, equity, and inclusion. Management believes that the Company's compensation programs offer competitive pay and benefits including paid time off for vacations and sick leave, a 401(k) plan, an employee stock ownership plan, health, dental, and vision plans, life and disability coverage, wellness plans, paid training, including tuition reimbursement, and pre-tax flexible spending accounts. In 2021, the Company paid bonuses ranging from $2,000 to $5,000 to each employee earning less than $100,000 annually in recognition for the incredible amount of energy they poured into helping tens of thousands of small businesses obtain much needed funds from the Paycheck Protection Program ("PPP") during the economic crisis brought upon by the coronavirus ("COVID-19") pandemic. Also in 2021, the Company raised its minimum pay rate from $15 to $17 per hour as part of its commitment to maintain a living wage for all of its employees. Management believes that fostering an environment that values diversity, equity, and inclusion creates an organization that is able to embrace, leverage, and respect differences amongst the Company's employees and customers. Management believes that such an environment results in improved employee morale and higher levels of job satisfaction, which ultimately translates into a better customer experience.
Management also believes in giving back to the communities in which the Company serves. In 2021, the Company committed hundreds of thousands of dollars of financial donations to many community organizations and nonprofits including first responders, colleges and universities, youth athletics, and the arts. In addition, the Company's employees donate countless hours volunteering in business associations and helping the underserved.
The Company had 513 full-time and 43 part-time employees as of December 31, 2021. None of its employees are represented by any collective bargaining unit and the Company believes that relations with its employees are good.
Supervision and Regulation
The Company and the Bank are extensively regulated under federal and state law. The following information describes certain aspects of that regulation applicable to the Company and the Bank and does not purport to be complete. Proposals to change the laws, regulations, and policies governing the banking industry are frequently raised in the U.S. Congress, in state legislatures, and before the various bank regulatory agencies. The likelihood and timing of any changes and the impact such changes might have on the Company and the Bank are impossible to determine with any certainty. A change in applicable laws, regulations or policies, or a change in the way such laws, regulations, or policies are interpreted by regulatory agencies or courts, may have a material impact on the business, operations, and earnings of the Company and the Bank.
Blue Ridge Bankshares, Inc.
The Company is qualified as a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and is registered as such with the Federal Reserve. As a bank holding company, the Company is subject to supervision, regulation and examination by the Federal Reserve and is required to file various reports and additional information with the Federal Reserve. The Company is also registered under the bank holding company laws of Virginia and is subject to supervision, regulations and examination by the Virginia SCC.
Under the Gramm-Leach-Bliley Act of 1999 (the “GLB Act”), a bank holding company may elect to become a financial holding company and thereby engage in a broader range of financial and other activities than are permissible for traditional bank holding companies. In order to qualify for the election, all of the depository institution subsidiaries of the bank holding company must be well capitalized, well managed, and have achieved a rating of “satisfactory” or better under the CRA. Financial holding companies are permitted to engage in activities that are “financial in nature” or incidental or complementary thereto as determined by the Federal Reserve. The GLB Act identifies several activities as “financial in nature,” including insurance underwriting and sales, investment advisory services, merchant banking and underwriting, and dealing or making a market in securities. The Company has not elected to become a financial holding company and has no immediate plans to become a financial holding company.
Blue Ridge Bank, National Association
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The Bank is a federally chartered national bank. The Bank is subject to supervision, regulation, and examination by the OCC and is required to file various reports and additional information with the OCC. The OCC has primary supervisory and regulatory authority over the operations of the Bank. Because the Bank accepts insured deposits from the public, it is also subject to examination by the FDIC.
Depository institutions, including the Bank, are subject to extensive federal and state regulations that significantly affect their businesses and activities. Regulatory bodies have broad authority to implement standards and initiate proceedings designed to prohibit depository institutions from engaging in unsafe and unsound banking practices. The standards relate generally to operations and management, asset quality, interest rate exposure, and capital. The bank regulatory agencies are authorized to take action against institutions that fail to meet such standards.
As with other financial institutions, the earnings of the Bank are affected by general economic conditions and by the monetary policies of the Federal Reserve. The Federal Reserve exerts a substantial influence on interest rates and credit conditions, primarily through open market operations in U.S. Government securities, setting the reserve requirements of member banks, and establishing the discount rate on member bank borrowings. The policies of the Federal Reserve have a direct impact on loan and deposit growth and the interest rates charged and paid thereon. They also impact the source, cost of funds, and the rates of return on investments. Changes in the Federal Reserve’s monetary policies have had a significant impact on the operating results of the Bank and other financial institutions and are expected to continue to do so in the future.
The Dodd-Frank Act
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), signed into law in July 2010, significantly restructured the financial regulatory regime in the United States and has had a broad impact on the financial services industry as a result of the significant regulatory and compliance changes required under the act.
The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 (the “EGRRCPA”), which became effective May 24, 2018, amended the Dodd-Frank Act to provide regulatory relief for certain smaller and regional financial institutions, such as the Company and the Bank. The EGRRCPA, among other things, provides financial institutions with less than $10 billion in total consolidated assets with relief from certain capital requirements and exempts banks with less than $250 billion in total consolidated assets from the enhanced prudential standards and the company-run and supervisory stress tests required under the Dodd-Frank Act.The Dodd-Frank Act has had, and may in the future have, a material impact on the Company’s operations, particularly through increased compliance costs resulting from new and possible future consumer and fair lending regulations. The future changes resulting from the Dodd-Frank Act may affect the profitability of business activities, require changes to certain business practices, impose more stringent regulatory requirements, or otherwise adversely affect the business and financial condition of the Company and the Bank. These changes may also require the Company to invest significant management attention and resources to evaluate and make necessary changes to comply with new statutory and regulatory requirements.
Deposit Insurance
The deposits of the Bank are insured up to applicable limits by the DIF and are subject to deposit insurance assessments to maintain the DIF. The deposit insurance assessment base is based on average total assets minus average tangible equity, pursuant to a rule issued by the FDIC as required by the Dodd-Frank Act. Deposit insurance pricing is a “financial ratios method” based on “CAMELS” composite ratings to determine assessment rates for small established institutions with less than $10 billion in assets. The CAMELS rating system is a supervisory rating system designed to take into account and reflect all financial and operational risks that a bank may face, including capital adequacy, asset quality, management capability, earnings, liquidity, and sensitivity to market risk (“CAMELS”). CAMELS composite ratings set a maximum assessment for CAMELS 1 and 2 rated banks, and set minimum assessments for lower rated institutions.
The FDIC’s “reserve ratio” of the DIF to total industry deposits reached its 1.15% target effective June 30, 2016. On March 15, 2016, the FDIC implemented by final rule certain Dodd-Frank Act provisions by raising the DIF’s minimum reserve ratio from 1.15% to 1.35%. The FDIC imposed a 4.5 basis point annual surcharge on insured depository institutions with total consolidated assets of $10 billion or more. The new rule granted credits to smaller banks for the portion of their regular assessments that contributed to increasing the reserve ratio from 1.15% to 1.35%. The 1.35% target was achieved in the third quarter of 2018. In 2021 and 2020, the Company recorded expense of $1.0 million and $749 thousand, respectively, for FDIC insurance premiums.
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Capital Requirements
The Federal Reserve, the OCC, and the FDIC have issued substantially similar capital requirements applicable to all banks and bank holding companies. In addition, those regulatory agencies may from time to time require that a banking organization maintain capital above the minimum levels because of its financial condition or actual or anticipated growth.
The Bank is subject to the rules implementing the Basel III capital framework and certain related provisions of the Dodd-Frank Act (the “Basel III Capital Rules”). The Basel III Capital Rules, effective January 1, 2015, require the Company and the Bank to comply with the following minimum capital ratios: (i) a ratio of common equity Tier 1 to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (effectively resulting in a minimum ratio of common equity Tier 1 to risk-weighted assets of 7%), (ii) a ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum Tier 1 capital ratio of 8.5%), (iii) a ratio of total capital to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum total capital ratio of 10.5%), and (iv) a leverage ratio of 4%, calculated as the ratio of Tier 1 capital to average assets. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer face constraints on dividends, equity repurchases, and compensation, based on the amount of the shortfall. The common equity Tier 1 capital ratio was 12.49% for the Bank as of December 31, 2021. The Tier 1 and total capital to risk-weighted asset ratios of the Bank were 12.49% and 13.11%, respectively, as of December 31, 2021. The Tier 1 Leverage ratio for the Bank was 10.05% as of December 31, 2021.
With respect to the Bank, the “prompt corrective action” regulations pursuant to Section 38 of the FDI Act incorporate a common equity Tier 1 capital ratio and increase certain other capital ratios. To be well capitalized under these regulations, a bank must have the following minimum capital ratios: (i) a common equity Tier 1 capital ratio of at least 6.5%; (ii) a Tier 1 capital to risk-weighted assets ratio of at least 8.0%; (iii) a total capital to risk-weighted assets ratio of at least 10.0%; and (iv) a leverage ratio of at least 5.0%. The Bank exceeded the thresholds to be considered well capitalized as of December 31, 2021.
The Basel III Capital Rules also changed the risk weights of assets to better reflect credit risk and other risk exposures. These include a 150% risk weight for certain high volatility commercial real estate acquisition, development and construction loans, and nonresidential mortgage loans that are 90 days past due or otherwise on non-accrual status, a 20% credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancelable, a 250% risk weight for mortgage servicing rights and deferred tax assets that are not deducted from capital, and increased risk-weights for equity exposures.
In December 2017, the Basel Committee on Banking Supervision published standards that it described as the finalization of the Basel III post-crisis regulatory reforms (the standards are commonly referred to as “Basel IV”). Among other things, these standards revise the standardized approach for credit risk (including by recalibrating risk weights and introducing new capital requirements for certain “unconditionally cancellable commitments,” such as unused credit card lines of credit) and provide a new standardized approach for operational risk capital. Under the proposed framework, these standards will generally be effective on January 1, 2023, with an aggregate output floor phasing-in through January 1, 2027. Under the current capital rules, operational risk capital requirements and a capital floor apply only to advanced approaches institutions, and not to the Company. The impact of Basel IV on the Company and the Bank will depend on the manner in which it is implemented by the federal bank regulatory agencies.
In August 2018, the Federal Reserve issued an interim final rule required by the EGRRCPA that expands the applicability of the Federal Reserve’s Small Bank Holding Company Policy Statement (the “SBHC Policy Statement”) to bank holding companies with total consolidated assets of less than $3 billion (up from the prior $1 billion threshold). Under the SBHC Policy Statement, qualifying bank holding companies have additional flexibility in the amount of debt they can issue and are also exempt from the Basel III Capital Rules (subsidiary depository institutions of qualifying bank holding companies are still subject to capital requirements). The Company currently has less than $3 billion in total consolidated assets and would likely qualify under the revised SBHC Policy Statement. However, the Company does not currently intend to issue a material amount of debt or take any other action that would cause its capital ratios to fall below the minimum ratios required by the Basel III Capital Rules.
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In September 2019, the federal banking agencies jointly issued a final rule required by the EGRRCPA that permits qualifying banks and bank holding companies that have less than $10 billion in consolidated assets to elect to be subject to a 9% leverage ratio that would be applied using less complex leverage calculations (commonly referred to as the community bank leverage ratio or “CBLR”). Under the rule, which became effective on January 1, 2020, banks and bank holding companies that opt into the CBLR framework and maintain a CBLR of greater than 9% are not subject to other risk-based and leverage capital requirements under the Basel III Capital Rules and would be deemed to have met the well capitalized ratio requirements under the “prompt corrective action” framework. These CBLR rules were modified in response to the COVID-19 pandemic. See “Coronavirus Aid, Relief, and Economic Security Act and Consolidated Appropriations Act, 2021” below. The Company has not opted into the CBLR framework.
Dividends
The Company’s principal source of cash flow, including cash flow to pay dividends to its shareholders, is dividends it receives from the Bank. Statutory and regulatory limitations apply to the Bank’s payment of dividends to the Company. As a general rule, the amount of a dividend may not exceed, without prior regulatory approval, the sum of net income in the calendar year to date and the retained net earnings of the immediately preceding two calendar years. A depository institution may not pay any dividend if payment would cause the institution to become “undercapitalized” or if it already is “undercapitalized.” The OCC may prevent the payment of a dividend if it determines that the payment would be an unsafe and unsound banking practice. The OCC also has advised that a national bank should generally pay dividends only out of current operating earnings. In addition, under the current supervisory practices of the Federal Reserve, the Company should inform and consult with the Federal Reserve reasonably in advance of declaring or paying a dividend that exceeds earnings for the period (e.g., quarter) for which the dividend is being paid or that could result in a material adverse change to the Company’s capital structure.
Permitted Activities
As a bank holding company, the Company is limited to managing or controlling banks, furnishing services to or performing services for its subsidiaries, and engaging in other activities that the Federal Reserve determines by regulation or order to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. In determining whether a particular activity is permissible, the Federal Reserve must consider whether the performance of such an activity reasonably can be expected to produce benefits to the public that outweigh possible adverse effects. Possible benefits include greater convenience, increased competition, and gains in efficiency. Possible adverse effects include undue concentration of resources, decreased or unfair competition, conflicts of interest, and unsound banking practices. Despite prior approval, the Federal Reserve may order a bank holding company or its subsidiaries to terminate any activity or to terminate ownership or control of any subsidiary when the Federal Reserve has reasonable cause to believe that a serious risk to the financial safety, soundness, or stability of any bank subsidiary of that bank holding company may result from such an activity.
Banking Acquisitions; Changes in Control
The BHC Act requires, among other things, the prior approval of the Federal Reserve in any case where a bank holding company proposes to (i) acquire direct or indirect ownership or control of more than 5% of the outstanding voting stock of any bank or bank holding company (unless it already owns a majority of such voting shares), (ii) acquire all or substantially all of the assets of another bank or bank holding company, or (iii) merge or consolidate with any other bank holding company. In determining whether to approve a proposed bank acquisition, the Federal Reserve will consider, among other factors, the effect of the acquisition on competition, the public benefits expected to be received from the acquisition, the projected capital ratios and levels on a post-acquisition basis, and the acquiring institution’s performance under the CRA, and its compliance with fair housing and other consumer protection laws.
Subject to certain exceptions, the BHC Act and the Change in Bank Control Act, together with the applicable regulations, require Federal Reserve approval (or, depending on the circumstances, no notice of disapproval) prior to any person or company acquiring “control” of a bank or bank holding company. A conclusive presumption of control exists if an individual or company acquires the power, directly or indirectly, to direct the management or policies of an insured depository institution or to vote 25% or more of any class of voting securities of any insured depository institution. A rebuttable presumption of control exists if a person or company acquires 10% or more but less than 25% of any class of voting securities of an insured depository institution and either the institution has registered its securities with the SEC under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or no other person will own a greater percentage of that class of voting securities immediately after the acquisition.
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In addition, Virginia law requires the prior approval of the Virginia SCC for (i) the acquisition of more than 5% of the voting shares of a Virginia bank or any holding company that controls a Virginia bank, or (ii) the acquisition by a Virginia bank holding company of a bank or its holding company domiciled outside Virginia.
Source of Strength
Federal Reserve policy has historically required bank holding companies to act as a source of financial and managerial strength to their subsidiary banks. The Dodd-Frank Act codified this policy as a statutory requirement. Under this requirement, the Company is expected to commit resources to support the Bank, including at times when the Company may not be in a financial position to provide such resources. Any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment to depositors and to certain other indebtedness of such subsidiary banks. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment.
The Federal Deposit Insurance Corporation Improvement Act
Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), the federal bank regulatory agencies possess broad powers to take prompt corrective action to resolve problems of insured depository institutions. The extent of these powers depends upon whether the institution is “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized,” as defined by the law.
The final rules implementing the Basel III Capital Rules phased-in over a multi-year schedule and was fully phased-in at January 1, 2019. Under the rules, banks 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 December 31, 2021, the Bank met all capital adequacy requirements to which it is subject.
As required by FDICIA, the federal bank regulatory agencies also have adopted guidelines prescribing safety and soundness standards relating to, among other things, internal controls and information systems, internal audit systems, loan documentation, credit underwriting, and interest rate exposure. In general, the guidelines require appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. In addition, the agencies adopted regulations that authorize, but do not require, an institution that has been notified that it is not in compliance with safety and soundness standard to submit a compliance plan. If, after being so notified, an institution fails to submit an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency and may issue an order directing other actions of the types to which an undercapitalized institution is subject under the prompt corrective action provisions described above.
Transactions with Affiliates
Pursuant to Sections 23A and 23B of the Federal Reserve Act and Regulation W, the authority of the Bank to engage in transactions with related parties or “affiliates” or to make loans to insiders is limited. Loan transactions with an affiliate generally must be collateralized and certain transactions between the Bank and its affiliates, including the sale of assets, the payment of money or the provision of services, must be on terms and conditions that are substantially the same, or at least as favorable to the Bank, as those prevailing for comparable nonaffiliated transactions. In addition, the Bank generally may not purchase securities issued or underwritten by affiliates.
Loans to executive officers, directors, or to any person who directly or indirectly, or acting through or in concert with one or more persons, owns, controls or has the power to vote more than 10% of any class of voting securities of a bank, are subject to Sections 22(g) and 22(h) of the Federal Reserve Act and their corresponding regulations (Regulation O) and Section 13(k) of the Exchange Act relating to the prohibition on personal loans to executives (which exempts financial institutions in compliance with the insider lending restrictions of Section 22(h) of the Federal Reserve Act). Among other things, these loans must be made on terms substantially the same as those prevailing on transactions made to unaffiliated individuals, and certain extensions of credit to those persons must first be approved in advance by a disinterested majority of the entire board of directors. Section 22(h) of the Federal Reserve Act prohibits loans to any of those individuals where the aggregate amount exceeds an amount equal to 15% of an institution’s unimpaired capital and surplus plus an additional 10% of unimpaired capital and surplus in the case of loans that are fully secured by readily marketable collateral, or when the aggregate amount on all of the extensions of credit outstanding to all of these persons would exceed the Bank’s unimpaired
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capital and unimpaired surplus. Section 22(g) of the Federal Reserve Act identifies limited circumstances in which the Bank is permitted to extend credit to executive officers.
Consumer Financial Protection
The Company is subject to a number of federal and state consumer protection laws that extensively govern its relationship with its customers. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability Act, the Home Mortgage Disclosure Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Fair Debt Collection Practices Act, the Service Members Civil Relief Act, laws governing flood insurance, federal and state laws prohibiting unfair and deceptive business practices, foreclosure laws, and various regulations that implement some or all of the foregoing. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits, making loans, collecting loans and providing other services. If the Company fails to comply with these laws and regulations, it may be subject to various penalties. Failure to comply with consumer protection requirements may also result in failure to obtain any required bank regulatory approval for merger or acquisition transactions the Company may wish to pursue or being prohibited from engaging in such transactions even if approval is not required.
The Dodd-Frank Act centralized responsibility for consumer financial protection by creating a new agency, the Consumer Financial Protection Bureau ("CFPB"), and giving it responsibility for implementing, examining, and enforcing compliance with federal consumer protection laws. The CFPB focuses on (i) risks to consumers and compliance with the federal consumer financial laws, (ii) the markets in which firms operate and risks to consumers posed by activities in those markets, (iii) depository institutions that offer a wide variety of consumer financial products and services, and (iv) non-depository companies that offer one or more consumer financial products or services. The CFPB has broad rule making authority for a wide range of consumer financial laws that apply to all banks, including, among other things, the authority to prohibit “unfair, deceptive or abusive” acts and practices. Abusive acts or practices are defined as those that materially interfere with a consumer’s ability to understand a term or condition of a consumer financial product or service or take unreasonable advantage of a consumer’s (i) lack of financial savvy, (ii) inability to protect himself in the selection or use of consumer financial products or services, or (iii) reasonable reliance on a covered entity to act in the consumer’s interests. The CFPB can issue cease-and-desist orders against banks and other entities that violate consumer financial laws. The CFPB may also institute a civil action against an entity in violation of federal consumer financial law in order to impose a civil penalty or injunction.
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Community Reinvestment Act
The CRA requires the appropriate federal banking agency, in connection with its examination of a bank, to assess the bank’s record in meeting the credit needs of the communities served by the bank, including low and moderate income neighborhoods. Furthermore, such assessment is also required of banks that have applied, among other things, to merge or consolidate with or acquire the assets or assume the liabilities of an insured depository institution, or to open or relocate a branch. In the case of a bank holding company applying for approval to acquire a bank or bank holding company, the record of each subsidiary bank of the applicant bank holding company is subject to assessment in considering the application. Under the CRA, institutions are assigned a rating of “outstanding,” “satisfactory,” “needs to improve,” or “substantial non-compliance.” The Bank was rated “satisfactory” in its most recent CRA evaluation.
Anti-Money Laundering Legislation
The Company is subject to several federal laws that are designed to combat money laundering, terrorist financing, and transactions with persons, companies or foreign governments designated by U.S. authorities (“AML laws”). This category of laws includes the Bank Secrecy Act of 1970, the Money Laundering Control Act of 1986, the USA PATRIOT Act of 2001, and the Anti-Money Laundering Act of 2020.
The AML laws and their implementing regulations require insured depository institutions, broker-dealers, and certain other financial institutions to have policies, procedures, and controls to detect, prevent, and report money laundering and terrorist financing. The AML laws and their regulations also provide for information sharing, subject to conditions, between federal law enforcement agencies and financial institutions, as well as among financial institutions, for counter-terrorism purposes. Federal banking regulators are required, when reviewing bank holding company acquisition and bank merger applications, to take into account the effectiveness of the anti-money laundering activities of the applicants. To comply with these obligations, the Company has implemented internal practices, procedures, and controls.
Office of Foreign Assets Control
The U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) is responsible for administering and enforcing economic and trade sanctions against specified foreign parties, including countries and regimes, foreign individuals, and other foreign organizations and entities. OFAC publishes lists of prohibited parties that are regularly consulted by the Company in the conduct of its business in order to assure compliance. The Company is responsible for, among other things, blocking accounts of, and transactions with, prohibited parties identified by OFAC, avoiding unlicensed trade and financial transactions with such parties, and reporting blocked transactions after their occurrence. Failure to comply with OFAC requirements could have serious legal, financial, and reputational consequences for the Company.
Privacy Legislation
Several recent laws, including the Right to Financial Privacy Act, and related regulations issued by the federal bank regulatory agencies, also provide new protections against the transfer and use of customer information by financial institutions. A financial institution must provide to its customers information regarding its policies and procedures with respect to the handling of customers’ personal information. Each institution must conduct an internal risk assessment of its ability to protect customer information. These privacy provisions generally prohibit a financial institution from providing a customer’s personal financial information to unaffiliated parties without prior notice and approval from the customer.
Incentive Compensation
In June 2010, the federal bank regulatory agencies issued the Interagency Guidance on Sound Incentive Compensation Policies, the final guidance on incentive compensation policies. The guidance is intended to ensure that the incentive compensation policies of financial institutions do not undermine the safety and soundness of such institutions by encouraging excessive risk-taking. The Interagency Guidance on Sound Incentive Compensation Policies covers all employees that have the ability to materially affect the risk profile of a financial institutions, either individually or as part of a group, and is based upon the key principles that a financial institution’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the institution’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the financial institution’s board of directors.
The Dodd-Frank Act requires the federal banking agencies and the SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities that encourage inappropriate risk-taking by providing an executive officer, employee, director, or principal shareholder with excessive compensation, fees, or benefits or
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that could lead to material financial loss to the entity. The federal banking agencies issued such proposed rules in March 2011 and issued a revised proposed rule in June 2016 implementing the requirements and prohibitions. The revised proposed rule would apply to all banks, among other institutions, with at least $1 billion in average total consolidated assets for which it would go beyond the existing Interagency Guidance on Sound Incentive Compensation Policies to (i) prohibit certain types and features of incentive-based compensation arrangements for senior executive officers, (ii) require incentive-based compensation arrangements to adhere to certain basic principles to avoid a presumption of encouraging inappropriate risk, (iii) require appropriate board or committee oversight, (iv) establish minimum recordkeeping, and (v) mandate disclosures to the appropriate federal banking agency. The comment period for these proposed rules has closed and final rules have not yet been published.
The Federal Reserve will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of financial institutions, such as the Company, that are not “large, complex banking organizations.” These reviews will be tailored to each financial institution based on the scope and complexity of the institution’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the institution’s supervisory ratings, which can affect the institution’s ability to make acquisitions and take other actions. Enforcement actions may be taken against a financial institution if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the institution’s safety and soundness and the financial institution is not taking prompt and effective measures to correct the deficiencies. As of December 31, 2021, the Company had not been made aware of any instances of non-compliance with the guidance.
Ability-to-Repay and Qualified Mortgage Rule
Pursuant to the Dodd-Frank Act, the CFPB issued a final rule effective in January 2014, amending Regulation Z as implemented by the Truth in Lending Act, requiring mortgage lenders to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms. Mortgage lenders are required to determine consumers’ ability to repay in one of two ways. The first alternative requires the mortgage lender to consider the following eight underwriting factors when making the credit decision: (i) current or reasonably expected income or assets; (ii) current employment status; (iii) the monthly payment on the covered transaction; (iv) the monthly payment on any simultaneous loan; (v) the monthly payment for mortgage-related obligations; (vi) current debt obligations, alimony, and child support; (vii) the monthly debt-to-income ratio or residual income; and (viii) credit history. Alternatively, the mortgage lender can originate “qualified mortgages,” which are entitled to a presumption that the creditor making the loan satisfied the ability-to-repay requirements. In general, a “qualified mortgage” is a mortgage loan without negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years. In addition, a qualified mortgage generally must meet certain price-based thresholds, and the points and fees paid by a consumer cannot exceed 3% of the total loan amount. Qualified mortgages that are “higher-priced” (e.g. subprime loans) garner a rebuttable presumption of compliance with the ability-to-repay rules, while qualified mortgages that are not “higher-priced” (e.g. prime loans) are given a safe harbor of compliance. The Company is predominantly an originator of compliant qualified mortgages.
Cybersecurity
In March 2015, federal regulators issued two related statements regarding cybersecurity. One statement indicates that financial institutions should design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution. The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption, and maintenance of the institution’s operations after a cyber-attack involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber-attack. If the Company fails to observe the regulatory guidance, it could be subject to various regulatory sanctions, including financial penalties.
In November 2021, the federal banking agencies approved a final rule that, among other things, would require banking organizations to notify their primary regulator within 36 hours of becoming aware of a “computer-security incident” that rises to the level of a “notification incident.” The rule also requires bank service providers to notify their banking organization customers as soon as possible after becoming aware of similar incidents.
The Company’s systems and those of its customers and third-party service providers are under constant threat. Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving
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nature and sophistication of these threats, as well as due to the expanding use of internet banking, mobile banking, and other technology-based products and services by the Company and its customers.
Coronavirus Aid, Relief, and Economic Security Act and Consolidated Appropriations Act, 2021
In response to the COVID-19 pandemic, the CARES Act was signed into law on March 27, 2020 and the Consolidated Appropriations Act, 2021 (“Appropriations Act”) was signed into law on December 27, 2020. Among other things, the CARES Act and Appropriations Act include the following provisions impacting financial institutions.
Community Bank Leverage Ratio. The CARES Act directed federal banking agencies to adopt interim final rules to lower the threshold under the CBLR from 9% to 8% and to provide a reasonable grace period for a community bank that falls below the threshold to regain compliance, in each case until the earlier of the termination date of the national emergency or December 31, 2020. In October 2020, the federal bank regulatory agencies issued two interim final rules implementing this directive. The interim final rules provide that, as of the second quarter 2020, banking organizations with leverage ratios of 8% or greater (and that meet the other existing qualifying criteria) may elect to use the CBLR framework. The leverage ratio requirement increases to 8.5% effective January 1, 2021 and 9% effective January 1, 2022. The final rules also establish a two-quarter grace period for qualifying community banking organizations who fail to meet the qualifying criteria, including the leverage ratio, so long as the banking organization maintains a leverage ratio of 7% or greater effective the second quarter of 2020, 7.5% effective January 1, 2021, and 8% effective January 1, 2022.
Temporary Troubled Debt Restructurings (“TDRs”) Relief. The CARES Act allowed banks to elect to suspend requirements under U.S. generally accepted accounting principles (“GAAP”) for loan modifications related to the COVID-19 pandemic (for loans that were not more than 30 days past due as of December 31, 2019) that would otherwise be categorized as a TDR, including impairment for accounting purposes, until the earlier of 60 days after the termination date of the national emergency or December 31, 2020. Federal banking agencies are required to defer to the determination of the banks making such suspension. The Appropriations Act extended this temporary relief until the earlier of 60 days after the termination date of the national emergency or January 1, 2022.
Paycheck Protection Program. The CARES Act created the PPP, administered by the SBA, and it was extended by the Appropriations Act. Under the PPP, a total of $953 billion of relief was made available through May 31, 2021, and the money was authorized for small business loans to pay payroll and group health costs, salaries and commissions, mortgage and rent payments, utilities, and interest on other debt. The loans are provided through participating financial institutions, such as the Bank, that process loan applications and service the loans.
Future Legislation and Regulation
Congress may enact legislation from time to time that affects the regulation of the financial services industry, and state legislatures may enact legislation from time to time affecting the regulation of financial institutions chartered by or operating in those states. Federal and state regulatory agencies also periodically propose and adopt changes to their regulations or change the manner in which existing regulations are applied. The substance or impact of pending or future legislation or regulation, or the application thereof, cannot be predicted, although enactment of the proposed legislation could impact the regulatory structure under which the Company and the Bank operate and may significantly increase costs, impede the efficiency of internal business processes, require an increase in regulatory capital, require modifications to business strategy, and limit the ability to pursue business opportunities in an efficient manner. A change in statutes, regulations or regulatory policies applicable to the Company or the Bank could have a material adverse effect on the business, financial condition, and results of operations of the Company and the Bank.
ITEM 1A: RISK FACTORS
An investment in the Company’s common stock involves certain risks, including those described below. In addition to the other information set forth in this report, investors in the Company’s securities should carefully consider the factors discussed below. These factors, either alone or taken together, could materially and adversely affect the Company’s business, financial condition, liquidity, results of operations, capital position, and prospects. One or more of these could cause the Company’s actual results to differ materially from its historical results or the results contemplated by the forward-looking statements contained in this report, in which case the trading price of the Company’s securities could decline.
Market Conditions
The COVID-19 pandemic and measures intended to prevent its spread have adversely affected, and may continue to adversely affect, the Company’s business, financial condition, and operations; the extent of such impacts are highly uncertain and difficult to predict.
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Global health and economic concerns relating to the COVID-19 pandemic and government actions taken to reduce the spread of the virus have had a material adverse impact on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty. The pandemic has resulted in federal, state and local authorities, including those who govern the markets in which the Company operates, implementing numerous measures to try to contain the virus. These measures, including shelter in place orders and business limitations and shutdowns, have contributed to higher unemployment and have negatively impacted consumer and business spending during 2020. The COVID-19 pandemic has impacted the Company’s workforce and operations and the operations of the Company’s customers and business partners. While the spread of COVID-19 decreased substantially throughout the spring and summer of 2021 and restrictive measures taken by governments, businesses, and individuals were lifted or eased, the spread of new, more transmissible variants has resulted in continued economic disruption and uncertainty, interest rate and monetary policy impacts, and trade and supply chain disruption. New developments as a consequence of the pandemic could cause adverse effects on the Company due to a number of operational factors impacting it or its customers or business partners, including but not limited to:
The extent to which the pandemic impacts the Company’s business, liquidity, financial condition, and operations will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, its duration and severity, the actions to contain it or treat its impact, and how quickly and to what extent normal economic and operating conditions resume. In addition, the rapidly changing and unprecedented nature of COVID-19 heightens the inherent uncertainty of forecasting future economic conditions and their impact on the Company’s loan portfolio, thereby increasing the risk that the assumptions, judgments, and estimates used to determine the allowance for loan losses and other estimates are incorrect. As a result of these and other conditions, the ultimate impact of the pandemic is highly uncertain and subject to change, and the Company cannot predict the full extent of the impacts on its business and operations. To the extent any of the foregoing risks or other factors that develop as a result of COVID-19 materialize, it could exacerbate the other risk factors discussed in this section, or otherwise materially and adversely affect the Company’s business, liquidity, financial condition, and results of operations.
Changes in economic conditions, especially in the areas in which the Company conducts operations, could materially and negatively affect its business.
The Company’s business is directly impacted by economic conditions, legislative and regulatory changes, changes in government monetary and fiscal policies, and inflation, all of which are beyond its control. A deterioration in economic conditions, whether caused by global, national, or local concerns (including the COVID-19 pandemic, rising wages in a tight labor market, geopolitical uncertainty, and supply chain complications), especially within the Company’s market area, could result in the following potentially material consequences: loan delinquencies increasing; problem assets and foreclosures
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increasing; demand for products and services decreasing; low cost or non-interest bearing deposits decreasing; and collateral for loans, especially real estate, declining in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral associated with existing loans. A continued economic downturn could result in losses that materially and adversely affect the Company’s business.
The Company may be adversely impacted by changes in market conditions.
The Company is directly and indirectly affected by changes in market conditions. Market risk generally represents the risk that values of assets and liabilities or revenues will be adversely affected by changes in market conditions. As a financial institution, market risk is inherent in the financial instruments associated with the Company’s operations and activities, including loans, deposits, securities, short-term borrowings, long-term debt, and trading account assets and liabilities. A few of the market conditions that may shift from time to time, thereby exposing the Company to market risk, include fluctuations in interest rates, equity and futures prices, and price deterioration or changes in value due to changes in market perception or actual credit quality of issuers. The Company’s investment securities portfolio, in particular, may be impacted by market conditions beyond its control, including rating agency downgrades of the securities, defaults of the issuers of the securities, lack of market pricing of the securities, and inactivity or instability in the credit markets. Any changes in these conditions, in current accounting principles or interpretations of these principles could impact the Company’s assessment of fair value and thus the determination of other-than-temporary impairment of the securities in the investment securities portfolio, which could adversely affect the Company’s financial condition, capital ratios, and results of operations.
The Company’s mortgage banking revenue is cyclical and is sensitive to the level of interest rates, changes in economic conditions, decreased economic activity, and slowdowns in the housing market, any of which could adversely impact the Company’s profits.
Residential mortgage banking income, net, represented approximately 32.5% of total noninterest income for the year ended December 31, 2021. The success of the Company’s mortgage division is dependent upon its ability to originate loans and sell them to investors at or near current volumes. Loan production levels are sensitive to changes in the level of interest rates and changes in economic conditions. Revenues from mortgage banking have increased due to a lowering interest rate environment that resulted in a high volume of mortgage loan refinancing activity. Conversely, revenues are adversely affected by rising interest rates, home affordability and inventory, increases in competitive pressures, and changing incentives for homeownership. Following the outbreak of the COVID-19 pandemic, mortgage rates have generally fallen, creating the potential for renewed refinancing activity, but economic conditions have also deteriorated. Loan production levels may suffer if there is a sustained slowdown in the housing markets in which the Company conducts business or tightening credit conditions. Any sustained period of decreased activity caused by an economic downturn, fewer refinancing transactions, higher interest rates, housing price pressure, or loan underwriting restrictions would adversely affect the Company’s mortgage originations and, consequently, could significantly reduce its income from mortgage banking activities. As a result, these conditions would also adversely affect the Company’s results of operations.
The Company’s business and earnings are impacted by governmental, fiscal, and monetary policy over which it has no control.
The Company is affected by domestic monetary policy. The Federal Reserve regulates the supply of money and credit in the United States and its policies determine in large part the Company’s cost of funds for lending, investing, and capital raising activities and the return it earns on those loans and investments, both of which affect the Company’s net interest margin. The actions of the Federal Reserve also can materially affect the value of financial instruments that the Company holds, such as loans and debt securities, and also can affect the Company’s borrowers, potentially increasing the risk that they may fail to repay their loans. The Company’s business and earnings also are affected by the fiscal or other policies that are adopted by various regulatory authorities of the United States. Changes in fiscal or monetary policy are beyond the Company’s control and hard to predict.
The Company faces strong and growing competition from financial services companies and other companies that offer banking and other financial services, which could negatively affect the Company’s business.
The Company encounters substantial competition from other financial institutions in its market area and competition is increasing. Ultimately, the Company may not be able to compete successfully against current and future competitors. Many competitors offer the same banking services that the Company offers in its service area. These competitors include national, regional, and community banks. The Company also faces competition from many other types of financial institutions, including finance companies, mutual and money market fund providers, brokerage firms, insurance companies, credit unions,
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financial subsidiaries of certain industrial corporations, financial technology companies, and mortgage companies. Increased competition may result in reduced business for the Company.
Additionally, banks and other financial institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits and are thereby able to serve the credit needs of larger customers. Areas of competition include interest rates for loans and deposits, efforts to obtain loans and deposits, and range and quality of products and services provided, including new technology-driven products and services. If the Company is unable to attract and retain banking customers, it may be unable to continue to grow loan and deposit portfolios and its results of operations and financial condition may otherwise be adversely affected.
Consumers may increasingly decide not to use banks to complete their financial transactions, which would have a material adverse impact on the Company’s financial condition and operations.
Technology and other changes are allowing parties to complete financial transactions through alternative methods that historically have involved banks. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts, mutual funds, or general-purpose reloadable prepaid cards. Consumers can also complete transactions such as paying bills or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost of deposits as a source of funds could have a material adverse effect on the Company’s financial condition and results of operations.
The Company’s common stock is thinly traded, and a more liquid market for its common stock may not develop, which may limit the ability of shareholders to sell their shares and may increase price volatility.
The Company’s common stock is listed on the NYSE American market under the symbol “BRBS”. The Company’s common stock is thinly traded and has substantially less liquidity than the trading markets for many other bank holding companies. The Company may be unable to maintain the listing of its common stock in the future. In addition, there can be no assurance that an active trading market for shares of the Company’s common stock will develop or if one develops, that it can be sustained. The development of a liquid public market depends on the existence of willing buyers and sellers, the presence of which is not within the Company’s control. Therefore, the Company’s shareholders may not be able to sell their shares at the volume, prices, or times that they desire. Shareholders should be financially prepared and able to hold shares for an indefinite period.
In addition, thinly traded stocks can be more volatile than more widely traded stocks. The Company’s stock price has been volatile in the past and several factors could cause the price to fluctuate substantially in the future. These factors include, but are not limited to, changes in analysts’ recommendations or projections, developments related to the Company’s business and operations, stock performance of other companies deemed to be peers, news reports of trends, concerns, and irrational exuberance on the part of investors, geopolitical uncertainty, and other issues related to the financial services industry. The Company’s stock price may fluctuate significantly in the future, and these fluctuations may be unrelated to its performance. General market declines or market volatility in the future, especially in the financial institutions sector of the economy, could adversely affect the price of the Company’s common stock, and the current market price may not be indicative of future market prices.
Credit Risk
The Company’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses.
The Company assumes credit risk by virtue of making loans and extending loan commitments and letters of credit. The Company manages credit risk through a program of underwriting standards, the review of certain credit decisions, and a continuous quality assessment process of credit already extended. The Company’s exposure to credit risk is managed through the use of consistent underwriting standards that emphasize local lending while avoiding highly leveraged transactions, as well as excessive industry and other concentrations. The Company’s credit administration function employs risk management techniques to help ensure that problem loans and leases are promptly identified. While these procedures are designed to provide the Company with the information needed to implement policy adjustments where necessary and to take appropriate corrective actions, there can be no assurance that such measures will be effective in avoiding undue credit risk.
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The Bank’s allowance for loan losses may be insufficient and any increases in the allowance for loan losses may have a material adverse effect on the Company’s financial condition and results of operations.
The Bank maintains an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expense, that represents the Bank’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance for loan losses is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio.
The level of the allowance reflects management’s evaluation of the level of loans outstanding, the level of nonperforming loans, historical loan loss experience, delinquency trends, underlying collateral values, the amount of actual losses charged to the reserve in a given period and assessment of present and anticipated economic conditions. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires the Bank to make significant estimates of current credit risks and future trends, all of which may undergo material changes. The COVID-19 pandemic and the unprecedented governmental response have made these subjective judgements even more difficult. Although the Company believes the allowance for loan losses is a reasonable estimate of known and inherent losses in the loan portfolio, it cannot precisely predict such losses or be certain that the loan loss allowance will be adequate in the future. Deterioration of economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside the Bank’s control, may require an increase in the allowance for loan losses. In addition, bank regulatory agencies and the Bank’s auditors periodically review its allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management. Further, if charge-offs in future periods exceed the allowance for loan losses, the Bank will need additional provisions to increase the allowance for loan losses.
Nonperforming assets take significant time to resolve and adversely affect the Company’s results of operations and financial condition.
The Company’s nonperforming assets adversely affect its net income in various ways. Nonperforming assets, which include nonaccrual loans and loans past due 90 days and still accruing interest (excluding purchased credit-impaired loans and accruing TDRs) and other real estate owned (“OREO”), were $16.3 million, or 0.61% of total assets, as of December 31, 2021. When the Company receives collateral through foreclosures and similar proceedings, it is required to record the related loan to the then fair market value of the collateral less estimated selling costs, which may result in a loss. An increased level of nonperforming assets also increases the Company’s risk profile and may impact the capital levels regulators believe are appropriate in light of such risks. The Company utilizes various techniques such as workouts, restructurings, and loan sales to manage problem assets. Increases in, or negative changes in, the value of these problem assets, the underlying collateral, or in the borrowers’ performance or financial condition, could adversely affect the Company’s business, results of operations, and financial condition. In addition, the resolution of nonperforming assets requires significant commitments of time from management and staff, which can be detrimental to the performance of their other responsibilities, including generation of new loans. There can be no assurance that the Company will avoid increases in non-performing loans in the future.
The Company’s focus on lending to small to mid-sized community-based businesses may increase its credit risk.
Most of the Company’s commercial business and commercial real estate loans are made to small business or middle market customers. These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities and have a heightened vulnerability to economic conditions. If general economic conditions in the market areas in which the Company operates negatively impact this important customer sector, the Company’s results of operations and financial condition may be adversely affected. Moreover, a portion of these loans have been made by the Company in recent years and the borrowers may not have experienced a complete business or economic cycle. Any deterioration of the borrowers’ businesses may hinder their ability to repay their loans with the Company, which could have a material adverse effect on its financial condition and results of operations.
The Company’s concentration in loans secured by real estate may increase its future credit losses, which would negatively affect the Company’s financial results.
The Company offers a variety of secured loans, including commercial lines of credit, commercial term loans, real estate, construction, home equity, consumer and other loans. Credit risk and credit losses can increase if its loans are concentrated to borrowers who, as a group, may be uniquely or disproportionately affected by economic or market conditions. As of December 31, 2021, approximately 77.8% of the Company’s loans were secured by real estate, both residential and commercial, substantially all of which are located in its market area. A major change in the region’s real estate market, resulting in a deterioration in real estate values, or in the local or national economy, including changes caused by the COVID-19 pandemic, could adversely affect the Company’s customers’ ability to pay these loans, which in turn could adversely
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impact the Company. Risk of loan defaults and foreclosures are inherent in the banking industry, and the Company tries to limit its exposure to this risk by carefully underwriting and monitoring its extensions of credit. The Company cannot fully eliminate credit risk, and as a result, losses may occur in the future.
The Company has a moderate concentration of credit exposure in commercial real estate and loans with this type of collateral are viewed as having more risk of default.
As of December 31, 2021, the Company had approximately $701.5 million in loans secured by commercial real estate, representing approximately 38.8% of total loans outstanding at that date. The real estate consists primarily of non-owner-occupied properties and other commercial properties. These types of loans are generally viewed as having more risk of default than residential and owner-occupied real estate loans. They are also typically larger than residential real estate loans and consumer loans and depend on cash flows from the owner’s business or the property to service the debt. It may be more difficult for commercial real estate borrowers to repay their loans in a timely manner, as commercial real estate borrowers ability to repay their loans frequently depends on the successful rental of their properties. Cash flows may be affected significantly by general economic conditions, and a sustained downturn in the local economy or in occupancy rates in the local economy where the property is located could increase the likelihood of default. Because the Company’s loan portfolio contains a number of commercial real estate loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase in its percentage of nonperforming loans. An increase in nonperforming loans could result in a loss of earnings from these loans, an increase in the provision for loan losses, and an increase in charge-offs, all of which could have a material adverse effect on the Company’s financial condition and results of operations.
The Company’s banking regulators generally give commercial real estate lending greater scrutiny, and may require banks with higher levels of commercial real estate loans to implement improved underwriting, internal controls, risk management policies, and portfolio stress testing, as well as possibly higher levels of allowances for losses and capital, which could have a material adverse effect on the Company’s results of operations.
A portion of the Company’s loan portfolio consists of construction and land development loans, and a decline in real estate values and economic conditions would adversely affect the value of the collateral securing the loans and could have an adverse effect on the Company’s financial condition.
At December 31, 2021, approximately 11.4% of the Company’s loan portfolio, or $205.4 million consisted of construction and land development loans. Construction financing typically involves a higher degree of credit risk than financing on improved, owner-occupied real estate and improved, income producing real estate. Risk of loss on a construction or land development loan is largely dependent upon the accuracy of the initial estimate of the property’s value at completion of construction or development, the marketability of the property, and the bid price and estimated cost (including interest) of construction or development. If the estimate of construction or development costs proves to be inaccurate, the Company may be required to advance funds beyond the amount originally committed to permit completion of the project. If the estimate of the value proves to be inaccurate, it may be confronted, at or prior to the maturity of the loan, with a project whose value is insufficient to assure full repayment. When lending to builders and developers, the cost breakdown of construction or development is provided by the builder or developer. Although the Company’s underwriting criteria are designed to evaluate and minimize the risks of each construction or land development loan, there can be no guarantee that these practices will have safeguarded against material delinquencies and losses to the Company’s operations. In addition, construction and land development loans are dependent on the successful completion of the projects they finance. Loans secured by vacant or unimproved land are generally riskier than loans secured by improved property. These loans are more susceptible to adverse conditions in the real estate market and local economy.
The Company’s results of operations are significantly affected by the ability of borrowers to repay their loans.
A significant source of risk for the Company is the possibility that losses will be sustained because borrowers, guarantors, and related parties may fail to perform in accordance with the terms of their loan agreements. Most of the Company’s loans are secured but some loans are unsecured. With respect to the secured loans, the collateral securing the repayment of these loans may be insufficient to cover the obligations owed under such loans. Collateral values may be adversely affected by changes in economic, environmental, and other conditions, including the impacts of the COVID-19 pandemic, declines in the value of real estate, changes in interest rates, changes in monetary and fiscal policies of the federal government, terrorist activity, environmental contamination, and other external events. In addition, collateral appraisals that are out of date or that do not meet industry recognized standards may create the impression that a loan is adequately collateralized when it is not. The Company has adopted underwriting and credit monitoring procedures and policies, including regular reviews of appraisals and borrower financial statements, that management believes are appropriate to mitigate the risk of loss. An increase in non-performing loans could result in a net loss of earnings from these loans, an
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increase in the provision for loan losses and an increase in loan charge-offs, all of which could have a material adverse effect on the Company’s financial condition and results of operations.
The Company depends on the accuracy and completeness of information about clients and counterparties and the Company’s financial condition could be adversely affected if it relies on misleading or incorrect information.
In deciding whether to extend credit or to enter into other transactions with clients and counterparties, the Company may rely on information furnished to it by or on behalf of clients and counterparties, including financial statements and other financial information, which it does not independently verify. The Company also may rely on representations of clients and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. For example, in deciding whether to extend credit to clients, the Company may assume that a client’s audited financial statements conform with GAAP and present fairly, in all material respects, the financial condition, results of operations and cash flows of that client. The Company’s financial condition and results of operations could be negatively impacted to the extent it relies on financial statements that do not comply with GAAP or are materially misleading.
The Company relies upon independent appraisals to determine the value of the real estate that secures a significant portion of its loans and the value of foreclosed properties carried on its books, and the values indicated by such appraisals may not be realizable if it is forced to foreclose upon such loans or liquidate such foreclosed property.
As indicated above, a significant portion of the Company’s loan portfolio consists of loans secured by real estate and it also holds a portfolio of foreclosed properties. The Company relies upon independent appraisers to estimate the value of such real estate. Appraisals are only estimates of value and the independent appraisers may make mistakes of fact or judgment that adversely affect the reliability of their appraisals. In addition, events occurring after the initial appraisal may cause the value of the real estate to increase or decrease. As a result of any of these factors, the real estate securing some of the Company’s loans and the foreclosed properties held by the Company may be more or less valuable than anticipated. If a default occurs on a loan secured by real estate that is less valuable than originally estimated, the Company may not be able to recover the outstanding balance of the loan. It may also be unable to sell its foreclosed properties for the values estimated by their appraisals.
The Company is exposed to risk of environmental liabilities with respect to properties to which it takes title.
In the course of its business, the Company may foreclose and take title to real estate, potentially becoming subject to environmental liabilities associated with the properties. The Company may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation, and clean-up costs, or the Company may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. Costs associated with investigation or remediation activities can be substantial. If the Company is the owner or former owner of a contaminated site, it may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. These costs and claims could adversely affect the Company’s business.
Mergers and Acquisitions and Growth Strategy
The Company may not be able to successfully manage its long-term growth, which may adversely affect its results of operations and financial condition.
A key aspect of the Company’s long-term business strategy is its continued growth and expansion. The Company’s ability to continue to grow depends, in part, upon its ability to (i) open new branch offices or acquire existing branches or other financial institutions, (ii) attract deposits, and (iii) identify attractive loan and investment opportunities.
The Company may not be able to successfully implement its growth strategy, if it is unable to identify attractive markets, locations, or opportunities to expand in the future, or if the Company is subject to regulatory restrictions on growth or expansion of its operations. The Company’s ability to manage its growth successfully also will depend on whether it can maintain capital levels adequate to support its growth, maintain cost controls and asset quality, maintain regulatory requirements, and successfully integrate any businesses the Company acquires or partners with into its organization. As the Company identifies opportunities to implement its growth strategy by opening new branches or acquiring branches or other banks, it may incur increased personnel, occupancy, and other operating expenses. In the case of new branches, the Company must absorb those higher expenses while it begins to generate new deposits, and there is a further time lag involved in redeploying new deposits into attractively priced loans and other higher yielding assets. In the case of business combinations, the Company may incur significant costs even if the transaction is not completed, experience deposit attrition, customer
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losses, and other disruptions to its business, or fail effectively integrate other banks’ operations or realize the anticipated benefits or cost savings as a result of a combination.
The Company has acquired and expanded into new product lines and may consider additional acquisitions and expansion into other businesses that it believes will help it fulfill its strategic objectives. The Company expects that other banking and financial companies, some of which have significantly greater resources, will compete with it to acquire financial services businesses. This competition could increase prices for potential acquisitions that the Company believes are attractive. Acquisitions may also be subject to various regulatory approvals. If the Company fails to receive the appropriate regulatory approvals, it will not be able to consummate acquisitions that it believes are in its best interests.
When the Company enters into new markets or new lines of business, its lack of history and familiarity with those markets, clients and lines of business may lead to unexpected challenges or difficulties that inhibit its success. The Company’s plans to expand could depress earnings in the short run, even if it efficiently executes a growth strategy leading to long-term financial benefits.
The Company’s strategy also includes growing partnerships with fintech companies, which serve as a source of loan and deposit growth, fee income, and technology-related solutions for the Bank. These initiatives may require the Bank to employ additional qualified personnel and additional operational and control systems to oversee and manage operational, legal, and compliance risks associated with these partnerships. In certain cases, the Company also has made and may continue to make investments in these third-party fintech companies, which may be unseasoned, unprofitable, or have limited established operating histories or earnings and may be more vulnerable to financial failure. Any failure to successfully manage these partnerships and related Bank operations, or the failure of these fintech companies to perform, may subject the Bank to supervisory or compliance risks, subject the Company to a loss of its investment, or delay or otherwise adversely affect the Company’s expansion, future financial condition, and results of operations.
Interest Rate Risk
The Company’s business is subject to interest rate risk, and variations in interest rates and inadequate management of interest rate risk may negatively affect financial performance.
Changes in the interest rate environment may reduce the Company’s profits. It is expected that the Company will continue to realize income from the differential or “spread” between the interest earned on loans, securities, and other interest earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities. Net interest spreads are affected by the difference between the maturities and repricing characteristics of interest earning assets and interest-bearing liabilities. In addition, loan volume and yields are affected by market interest rates on loans, and the current interest rate environment encourages extreme competition for new loan originations from qualified borrowers. The Company’s management cannot ensure that it can minimize interest rate risk. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, the Company’s net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. Accordingly, changes in levels of market interest rates could materially and adversely affect the net interest spread, asset quality, loan origination volume, and the Company’s overall profitability.
Liquidity and Capital
The Company’s liquidity needs could adversely affect results of operations and financial condition.
The Company’s primary sources of funds are deposits and loan repayments. While scheduled loan repayments are a relatively stable source of funds, they are subject to the ability of borrowers to repay the loans. The ability of borrowers to repay loans can be adversely affected by a number of factors, including, but not limited to, changes in economic conditions, adverse trends or events affecting business industry groups, reductions in real estate values or markets, availability of, and/or access to, sources of refinancing, business closings or lay-offs, pandemics or endemics, inclement weather, natural disasters and geopolitical uncertainty. Additionally, deposit levels may be affected by a number of factors, including, but not limited to, rates paid by competitors, general interest rate levels, regulatory capital requirements, returns available to customers on alternative investments and general economic conditions. Accordingly, the Company may be required from time to time to rely on secondary sources of liquidity to meet withdrawal demands or otherwise fund operations. Such sources include Federal Home Loan Bank of Atlanta (“FHLB”) advances, sales of securities and loans, federal funds lines of credit from correspondent banks, and borrowings from the Federal Reserve Discount Window, as well as additional out-of-market time deposits and brokered deposits. While the Company believes that these sources are currently adequate, there can be no
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assurance they will be sufficient to meet future liquidity demands, particularly if the Company continues to grow experiences increasing loan demand or is unable to maintain its deposit base. The Company may be required to slow or discontinue loan growth, capital expenditures or other investments, liquidate assets, or pay higher rates on deposits should such sources not be adequate.
The Company may need to raise additional capital in the future and may not be able to do so on acceptable terms, or at all.
Access to sufficient capital is critical in order to enable the Company to implement its business plan, support its business, expand its operations, and meet applicable capital requirements. The inability to have sufficient capital, whether internally generated through earnings or raised in the capital markets, could adversely impact the Company’s ability to support and to grow its operations. If the Company grows its operations faster than it generates capital internally, it will need to access the capital markets. The Company may not be able to raise additional capital in the form of additional debt or equity on acceptable terms, or at all. The Company’s ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at that time, the Company’s financial condition and its results of operations. Economic conditions and a loss of confidence in financial institutions may increase the Company’s cost of capital and limit access to some sources of capital. Further, if the Company needs to raise capital in the future, it may have to do so when many other financial institutions are also seeking to raise capital and would then have to compete with those institutions for investors. An inability to raise additional capital on acceptable terms when needed could have a material adverse impact on the Company’s business, financial condition, and capital ratios.
Future issuances of the Company’s common stock could adversely affect the market price of the common stock and could be dilutive.
The Company’s board of directors, without the approval of shareholders, could from time to time decide to issue additional shares of common stock or shares of preferred stock, which may adversely affect the market price of the shares of common stock and could be dilutive to the Company’s shareholders. Any sale of additional shares of the Company’s common stock may be at prices lower than the current market value of the Company’s shares. In addition, new investors may have rights, preferences, and privileges that are senior to, and that could adversely affect, the Company’s existing shareholders. For example, preferred stock would be senior to common stock in right of dividends and as to distributions in liquidation. The Company cannot predict or estimate the amount, timing, or nature of its future offerings of equity securities. Thus, the Company’s shareholders bear the risk of future offerings diluting their stock holdings, adversely affecting their rights as shareholders, and/or reducing the market price of the Company’s common stock.
Regulatory capital standards, including the Basel III Capital Rules, may require the Company and the Bank to maintain higher levels of capital and liquid assets, which could adversely affect the Company’s profitability and return on equity.
The Company is subject to capital adequacy guidelines and other regulatory requirements specifying minimum amounts and types of capital that the Company and the Bank must maintain. From time to time, regulators implement changes to these regulatory capital adequacy guidelines. If the Company fails to meet these minimum capital guidelines and/or other regulatory requirements, its financial condition would be materially and adversely affected. The Basel III Capital Rules require bank holding companies and their subsidiaries to maintain significantly more capital as a result of higher required capital levels and more demanding regulatory capital risk weightings and calculations. While the Company is exempt from these capital requirements under the Federal Reserve’s SBHC Policy Statement, the Bank is not exempt and must comply. The Bank must also comply with the capital requirements set forth in the “prompt corrective action” regulations pursuant to Section 38 of the FDI Act. Satisfying capital requirements may require the Company to limit its banking operations, reduce dividends, or raise additional capital to improve regulatory capital levels, which could negatively affect its business, financial condition, and results of operations. The EGRRCPA, which became effective May 24, 2018, amended the Dodd-Frank Act to, among other things, provide relief from certain of these requirements. Although the EGRRCPA is still being implemented, the Company does not expect the EGRRCPA and the related rulemakings to materially reduce the impact of capital requirements on its business.
The Company is not obligated to pay dividends and its ability to pay dividends is limited.
The Company’s ability to make dividend payments on its common stock depends primarily on certain regulatory considerations and the receipt of dividends and other distributions from the Bank. There are various regulatory restrictions on the ability of banks, such as the Bank, to pay dividends or make other payments to their holding companies. Although the Company has historically paid a cash dividend to the holders of its common stock, holders of its common stock are not entitled to receive dividends, and the Company is not obligated to pay dividends in any particular amounts or at any
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particular times. Regulatory, economic, and other factors may cause the Company’s board of directors to consider, among other things, the reduction of dividends paid on its common stock. See “Business – Supervision and Regulation – Dividends.”
Regulatory and Operational
The Company operates in a highly regulated industry and the laws and regulations that govern the Company’s operations, corporate governance, executive compensation and financial accounting or reporting, including changes in them or the Company’s failure to comply with them, may adversely affect the Company.
The Company is subject to extensive regulation and supervision that govern almost all aspects of its operations. These laws and regulations, among other matters, prescribe minimum capital requirements, impose limitations on the Company’s business activities, limit the dividends or distributions that it can pay, restrict the ability of institutions to guarantee its debt, and impose certain specific accounting requirements that may be more restrictive and may result in greater or earlier charges to earnings or reductions in its capital than GAAP. Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations often impose additional compliance costs.
The Company faces increasing regulation and supervision of its industry. The Dodd-Frank Act instituted major changes to the banking and financial institutions regulatory regimes. Other changes to statutes, regulations, or regulatory policies, or supervisory guidance, including changes in interpretation or implementation of statutes, regulations, policies or supervisory guidance, could affect the Company in substantial and unpredictable ways. Such additional regulation and supervision has increased, and may continue to increase, the Company’s costs and limit its ability to pursue business opportunities. Further, the Company’s failure to comply with these laws and regulations, even if the failure was inadvertent or reflects a difference in interpretation, could subject it to restrictions on its business activities, fines and other penalties, any of which could adversely affect the Company’s results of operations, capital base and the price of its securities. Further, any new laws, rules and regulations could make compliance more difficult or expensive or otherwise adversely affect the Company’s business and financial condition.
Regulations issued by the CFPB could adversely impact earnings due to, among other things, increased compliance costs or costs due to noncompliance.
The CFPB has broad rulemaking authority to administer and carry out the provisions of the Dodd-Frank Act with respect to financial institutions that offer covered financial products and services to consumers. The CFPB has also been directed to write rules identifying practices or acts that are unfair, deceptive, or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service. For example, the CFPB has issued a final rule, requiring mortgage lenders to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms, or to originate “qualified mortgages” that meet specific requirements with respect to terms, pricing and fees. The rule also contains additional disclosure requirements at mortgage loan origination and in monthly statements. The requirements under the CFPB’s regulations and policies could limit the Company’s ability to make certain types of loans or loans to certain borrowers or could make it more expensive and/or time consuming to make these loans, which could adversely impact the Company’s profitability.
The Company is subject to laws regarding the privacy, information security, and protection of personal information and any violation of these laws or another incident involving personal, confidential, or proprietary information of individuals could damage the Company’s reputation and otherwise adversely affect its business.
The Company’s business requires the collection and retention of large volumes of customer data, including personally identifiable information (“PII”) in various information systems that the Company maintains and in those maintained by third- party service providers. The Company also maintains important internal company data such as PII about its employees and information relating to its operations. The Company is subject to complex and evolving laws and regulations governing the privacy and protection of PII of individuals (including customers, employees and other third parties). For example, the Company’s business is subject to the GLB Act, which, among other things: (i) imposes certain limitations on the Company’s ability to share nonpublic PII about its customers with nonaffiliated third parties; (ii) requires that the Company provide certain disclosures to customers about its information collection, sharing, and security practices and afford customers the right to “opt out” of any information sharing by it with nonaffiliated third parties (with certain exceptions); and (iii) requires that the Company develop, implement, and maintain a written comprehensive information security program containing appropriate safeguards based on the Company’s size and complexity, the nature and scope of its activities, and the sensitivity of customer information it processes, as well as plans for responding to data security breaches. Various federal and state banking regulators and states have also enacted data breach notification requirements with varying levels of individual,
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consumer, regulatory, or law enforcement notification in the event of a security breach. Ensuring that the Company’s collection, use, transfer, and storage of PII complies with all applicable laws and regulations can increase the Company’s costs. Furthermore, the Company may not be able to ensure that customers and other third parties have appropriate controls in place to protect the confidentiality of the information that they exchange with us, particularly where such information is transmitted by electronic means. If personal, confidential, or proprietary information of customers or others were to be mishandled or misused, the Company could be exposed to litigation or regulatory sanctions under privacy and data protection laws and regulations. Concerns regarding the effectiveness of the Company’s measures to safeguard PII, or even the perception that such measures are inadequate, could cause the Company to lose customers or potential customers and thereby reduce its revenues. Accordingly, any failure, or perceived failure, to comply with applicable privacy or data protection laws and regulations may subject the Company to inquiries, examinations, and investigations that could result in requirements to modify or cease certain operations or practices or in significant liabilities, fines or penalties, and could damage the Company’s reputation and otherwise adversely affect its operations, financial condition, and results of operations.
Changes in accounting standards could impact reported earnings.
The authorities that promulgate accounting standards, including the Financial Accounting Standards Board (“FASB”), the SEC and other regulatory authorities, periodically change the financial accounting and reporting standards that govern the preparation of the Company’s consolidated financial statements. These changes are difficult to predict and can materially impact how the Company records and reports its financial condition and results of operations. In some cases, the Company could be required to apply a new or revised standard retroactively, resulting in the restatement of financial statements for prior periods. Such changes could also require the Company to incur additional personnel or technology costs. For information regarding recent accounting pronouncements and their effects on the Company, see “Recent Accounting Pronouncements” in Note 2 of the Company’s audited financial statements as of and for the year ended December 31, 2021.
Failure to maintain effective systems of internal and disclosure controls could have a material adverse effect on the Company’s results of operation and financial condition.
Effective internal and disclosure controls are necessary for the Company to provide reliable financial reports and effectively prevent fraud and to operate successfully as a public company. If the Company cannot provide reliable financial reports or prevent fraud, its reputation and operating results would be harmed. As part of the Company’s ongoing monitoring of internal controls, it may discover material weaknesses or significant deficiencies in its internal controls that require remediation. A “material weakness” is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The Company’s inability to maintain the operating effectiveness of the controls described above could result in a material misstatement to the Company’s financial statements or other disclosures, which could have an adverse effect on its business, financial condition, or results of operations. In addition, any failure to maintain effective controls in accordance with Section 404 of the Sarbanes-Oxley Act and FDIC regulations or to timely effect any necessary improvement of the Company’s internal and disclosure controls could, among other things, result in losses from fraud or error, harm the Company’s reputation, or cause investors to lose confidence in its reported financial information, all of which could have a material adverse effect on its results of operations and financial condition.
The Company’s success depends on its management team, and the unexpected loss of any of these personnel could adversely affect operations.
The Company’s success is, and is expected to remain, highly dependent on its management team. The Company’s growth will continue to place significant demands on management, and the loss of any such person’s services may have an adverse effect upon growth and profitability. If the Company fails to retain or continue to recruit qualified employees, growth, and profitability could be adversely affected.
The success of the Company’s strategy depends on its ability to identify and retain individuals with experience and relationships in its markets.
In order to be successful, the Company must identify and retain experienced key management members and sales staff with local expertise and relationships. Competition for qualified personnel is intense and there is a limited number of qualified persons with knowledge of and experience in the community banking and mortgage industry in the Company’s chosen geographic market. Even if the Company identifies individuals that it believes could assist it in building its franchise, it may be unable to recruit these individuals away from their current employers. In addition, the process of identifying and
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recruiting individuals with the combination of skills and attributes required to carry out the Company’s strategy is often lengthy. The Company’s inability to identify, recruit, and retain talented personnel could limit its growth and could materially adversely affect its business, financial condition, and results of operations.
The Company relies on other companies to provide key components of its business infrastructure.
Third parties provide key components of the Company’s business operations such as data processing, recording, and monitoring transactions, online banking interfaces and services, internet connections, and network access. While the Company has selected these third-party vendors carefully, it does not control their actions. Any problem caused by these third parties, including poor performance of services, failure to provide services, disruptions in communication services provided by a vendor and failure to handle current or higher volumes, could adversely affect the Company’s ability to deliver products and services to its customers and otherwise conduct its business, and may harm its reputation. Financial or operational difficulties of a third-party vendor could also hurt the Company’s operations if those difficulties interface with the vendor’s ability to serve the Company. Replacing these third-party vendors could also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to the Company’s business operations.
The soundness of other financial institutions could adversely affect the Company.
The Company’s ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. The Company has exposure to many different industries and counterparties, and routinely executes transactions with counterparties in the financial industry. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by the Company or by other institutions. Many of these transactions expose the Company to credit risk in the event of default of its counterparty or client. In addition, credit risk may be exacerbated when the collateral held cannot be realized upon or is liquidated at prices insufficient to recover the full amount of the financial instrument exposure due. There is no assurance that any such losses would not materially and adversely affect results of operations.
The Company is subject to a variety of operational risks, including reputational risk, legal, and compliance risk, and the risk of fraud or theft by employees or outsiders.
The Company is exposed to many types of operational risks, including reputational risk, legal and compliance risk, the risk of fraud or theft by employees or outsiders, unauthorized transactions by employees, operational errors, clerical or record-keeping errors, and errors resulting from faulty or disabled computer or communications systems.
Reputational risk, or the risk to the Company’s earnings and capital from negative public opinion, could result from the Company’s actual or alleged conduct in any number of activities, including lending practices, corporate governance, and from actions taken by government regulators and community organizations in response to those activities. Negative public opinion can adversely affect the Company’s ability to attract and keep customers and employees and can expose it to litigation and regulatory action.
Further, if any of the Company’s financial, accounting, or other data processing systems fail or have other significant issues, the Company could be adversely affected. The Company depends on internal systems and outsourced technology to support these data storage and processing operations. The Company’s inability to use or access these information systems at critical points in time could unfavorably impact the timeliness and efficiency of the Company’s business operations. It could be adversely affected if one of its employees causes a significant operational break-down or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates its operations or systems. The Company is also at risk of the impact of natural disasters, terrorism, and international hostilities on its systems and from the effects of outages or other failures involving power or communications systems operated by others. The Company may also be subject to disruptions of its operating systems arising from events that are wholly or partially beyond its control (for example, computer viruses, or electrical or communications outages), which may give rise to disruption of service to customers and to financial loss or liability. In addition, there have been instances where financial institutions have been victims of fraudulent activity in which criminals pose as customers to initiate wire and automated clearinghouse transactions out of customer accounts. Although the Company has policies and procedures in place to verify the authenticity of its customers, it cannot guarantee that such policies and procedures will prevent all fraudulent transfers. Such activity can result in financial liability and harm to the Company’s reputation. If any of the foregoing risks materialize, it could have a material adverse effect on the Company’s business, financial condition, and results of operations.
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Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to ESG practices may impose additional costs on the Company or expose it to new or additional risks.
Companies are facing increasing scrutiny from customers, regulators, investors, and other stakeholders related to ESG practices and disclosure. Investor advocacy groups, investment funds, and influential investors are also increasingly focused on these practices, especially as they relate to climate risk, hiring practices, the diversity of the work force, and racial and social justice issues. Increased ESG related compliance costs could result in increases to the Company’s overall operational costs. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could negatively impact the Company’s reputation, ability to do business with certain partners, and the Company’s stock price. New government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure.
Pending litigation could result in a judgment against the Company resulting in the payment of damages.
On August 12, 2019, a former employee of 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 (Case No. 3:19-cv-00045-GEC). The complaint alleges, among other things, that the defendants breached their fiduciary duties to ESOP participants in violation of the Employee Retirement Income Security Act of 1974, as amended. The complaint alleges that the ESOP incurred damages “that approach or exceed $12 million.” The Company automatically assumed any liability of VCB in connection with this litigation as a result of the Company’s acquisition of VCB. The outcome of this litigation is uncertain, and the plaintiff and other individuals may file additional lawsuits related to the VCB ESOP. The defense, settlement, or adverse outcome of any such lawsuit or claim could have a material adverse financial impact on the Company. The Company believes the claims are without merit.
The Company may be required to transition from the use of the LIBOR index in the future.
In 2017, the United Kingdom’s Financial Conduct Authority announced that after 2021 it would no longer compel banks to submit the rates required to calculate LIBOR. In November 2020, the administrator of LIBOR announced it will consult on its intention to extend the retirement date of certain offered rates whereby the publication of the one-week and two-month LIBOR offered rates will cease after December 31, 2021, but the publication of the remaining LIBOR offered rates will continue until June 30, 2023. Given consumer protection, litigation, and reputation risks, federal bank regulators have indicated that entering into new contracts that use LIBOR as a reference rate after December 31, 2021 would create safety and soundness risks and that they will examine bank practices accordingly. Therefore, the agencies encouraged banks to cease entering into new contracts that use LIBOR as a reference rate as soon as practicable and in any event by December 31, 2021.
Regulators, industry groups, and certain committees (e.g., the Alternative Reference Rates Committee) have, among other things, published recommended fall-back language for LIBOR-linked financial instruments, identified recommended alternatives for certain LIBOR rates (e.g., SOFR, as the recommended alternative to U.S. Dollar LIBOR), and proposed implementations of the recommended alternatives in floating rate instruments. At this time, it is not possible predict whether these specific recommendations and proposals will be broadly accepted, whether they will continue to evolve, and what the effect of any such alternatives may be on the value of LIBOR-based variable-rate loans, as well as LIBOR-based securities, subordinated notes, trust preferred securities, or other securities or financial arrangements. The implementation of a substitute index or indices for the calculation of interest rates under the Company’s loan agreements with borrowers, subordinated notes that it has issued, or other financial arrangements may cause the Company to incur significant expenses in effecting the transition, may result in reduced loan balances if borrowers do not accept the substitute index or indices, and may result in disputes or litigation with customers or other counter-parties over the appropriateness or comparability to LIBOR of the substitute index or indices, any of which could have a material adverse effect on the Company’s results of operations.
The Company’s operations may be adversely affected by cybersecurity risks.
In the ordinary course of business, the Company collects and stores sensitive data, including proprietary business information and personally identifiable information of its customers and employees in systems and on networks. The secure processing, maintenance, and use of this information is critical to operations and the Company’s business strategy. The Company has invested in accepted technologies and continually reviews processes and practices that are designed to protect its networks, computers, and data from damage or unauthorized access. Despite these security measures, the Company’s computer systems and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions. A breach of any kind could compromise systems and the information stored there could be
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accessed, damaged, or disclosed. A breach in security could result in legal claims, regulatory penalties, disruption in operations, and damage to the Company’s reputation, which could adversely affect its business and financial condition. Furthermore, as cyber threats continue to evolve and increase, the Company may be required to expend significant additional financial and operational resources to modify or enhance its protective measures, or to investigate and remediate any identified information security vulnerabilities.
In addition, multiple major U.S. companies have experienced data systems incursions reportedly resulting in the thefts of credit and debit card information, online account information, and other financial or privileged data. These incursions affect cards issued and deposit accounts maintained by many banks, including the Bank. Although the Company’s systems are not breached in these incursions, these events can cause it to reissue a significant number of cards and take other costly steps to avoid significant theft loss to the Company and its customers. In some cases, the Company may be required to reimburse customers for the losses they incur. Other possible points of intrusion or disruption not within the Company’s control include internet service providers, electronic mail portal providers, social media portals, distant-server (cloud) service providers, electronic data security providers, telecommunications companies, and smart phone manufacturers.
The Company’s ability to operate profitably may be dependent on its ability to integrate or introduce various technologies into its operations.
The market for financial services, including banking and consumer finance services, is increasingly affected by advances in technology, including developments in telecommunications, data processing, computers, automation, online banking, and tele-banking. The Company’s ability to compete successfully in its market may depend on the extent to which it is able to implement or exploit such technological changes. If the Company is not able to afford such technologies, properly or timely anticipate or implement such technologies, or effectively train its staff to use such technologies, its business, financial condition, or operating results could be adversely affected.
Severe weather, natural disasters, acts of war or terrorism,geopolitical instability, public health issues, and other external events could significantly impact the Company's business.
Severe weather, natural disasters, acts of war or terrorism, geopolitical instability, public health issues, and other adverse external events could have a significant impact on the Company's ability to conduct business. In addition, such events could affect the stability of the Company’s deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue, and/or cause the Company to incur additional expenses. The occurrence of any such events in the future and the economic impact from such events could have a material adverse effect on the Company's business, which, in turn, could have a material adverse effect on its financial condition and results of operations.
Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact the Company’s business.
The current and anticipated effects of climate change are creating an increasing level of concern for the state of North Carolina. Shethe global environment. As a result, political and social attention to the issue of climate change has been a trailblazerincreased. Federal and state legislatures and regulatory agencies have continued to propose and advance numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change. The federal banking agencies, including the OCC, have emphasized that climate-related risks are faced by banking organizations of all types and sizes and are in the areaprocess of business valuationenhancing supervisory expectations regarding banks’ risk management practices. In December 2021, the OCC published proposed principles for climate risk management by banking organizations with more than $100 billion in assets. The OCC also has appointed its first ever Climate Change Risk Officer and established an internal climate risk implementation committee in order to assist with these initiatives and to support the agency’s efforts to enhance its supervision of climate change risk management. Similar and even more expansive initiatives are expected, including potentially increasing supervisory expectations with respect to banks’ risk management practices, accounting for the effects of climate change in stress testing scenarios and systemic risk assessments, revising expectations for credit portfolio concentrations based on climate-related factors and encouraging investment by banks in climate-related initiatives and lending to communities disproportionately impacted by the effects of climate change. To the extent that these initiatives lead to the promulgation of new regulations or supervisory guidance applicable to the Company, the Company would likely experience increased compliance costs and other compliance-related risks.
The lack of empirical data surrounding the credit and other financial risks posed by climate change render it impossible to predict how specifically climate change may impact the Company’s financial condition and results of operations; however, the physical effects of climate change may also directly impact the Company. Specifically, unpredictable and more frequent
26
weather disasters may adversely impact the value of real property securing the loans in the Bank’s loan portfolio. Additionally, if insurance obtained by borrowers is insufficient to cover any losses sustained to the collateral, or if insurance coverage is otherwise unavailable to borrowers, the collateral securing loans may be negatively impacted by climate change, which could impact the Company’s financial condition and results of operations. Further, the effects of climate change may negatively impact regional and local economic activity, which could lead to an adverse effect on customers and impact the communities in which the Company operates. Overall, climate change, its effects and the resulting, unknown impact could have a frequent writermaterial adverse effect on the Company’s financial condition and lecturer on business valuationresults of operations.
ITEM 1B: UNRESOLVED STAFF COMMENTS
Not required.
ITEM 2: PROPERTIES
The Company, through its subsidiaries, owns or leases buildings and federal taxation. She is an instrument-rated multi-engine airplane pilot. Ms. Woodruff graduated from Duke University Schooloffice space that are used in the normal course of Law with High Honors where she served as Research and Managing Editor of the Duke Law Review.
Class II Directors (Term Expiring 2022)
Robert B. Burger, Jr., 70, has served as a directorbusiness. The headquarters of the Company since 2017. Previously, heis located at 1807 Seminole Trail, Charlottesville, Virginia 22901 in a building leased by the Bank. The Main Office of the Bank is located at 1 East Market Street, Martinsville, Virginia 24112 in a building leased by the Bank. The Company's subsidiaries own or lease various other offices in the counties and cities in which they operate. As of December 31, 2021, the Company's employees occupied an additional 45 properties, of which 18 were owned by the Company. Additional information with respect to the amounts at which Company premises and equipment are carried and commitments under long-term leases is set forth in Part II, Item 8 - "Financial Statements and Supplementary Data", Note 6 - "Premises and Equipment" and Note 13 - "Leases", respectively, in this Form 10-K.
The Company’s properties are maintained in good operating condition and the Company believes the properties are suitable and adequate for its operational needs.
ITEM 3: LEGAL PROCEEDINGS
In the ordinary course of its operations, the Company is a party to various legal proceedings. As of the date of this report, there are no pending or threatened proceedings against the Company, other than as set forth below, that, if determined adversely, would have a material effect on the business, financial position, or results of operations of the Company.
On August 12, 2019, a former employee of VCB and participant in 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 (Case No. 3:19-cv-000450-GEC). 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.
ITEM 4: MINE SAFETY DISCLOSURES
Not applicable.
27
PART II
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
General
The Company’s common stock is listed on the NYSE American market under the symbol “BRBS”. There were 18,769,882 shares of the Company’s common stock outstanding at the close of business on March 7, 2022, which were held by approximately 2,785 shareholders of record. The closing price of the Company's common stock on December 31, 2021 was $17.78 per common share compared to $11.47 per common share as of December 31, 2020.
Five-Year Stock Performance Graph
The following five-year stock performance graph compares the cumulative total shareholder return (assuming reinvestment of dividends) on the Company's common stock to the Invesco KBW Regional Banking ETF (NASDAQ ticker: "KBWR") and the Russell 2000® Index (ticker: "RUT"). This comparison assumes $100.00 was invested on December 31, 2016 in the Company’s common stock and the comparison indices and the cumulative return is measured as of each subsequent fiscal year-end.
Index | 12/31/2016 |
| 12/31/2017 |
| 12/31/2018 |
| 12/31/2019 |
| 12/31/2020 |
| 12/31/2021 |
| ||||||
Blue Ridge Bankshares, Inc. | $ | 100.00 |
| $ | 113.86 |
| $ | 118.93 |
| $ | 147.71 |
| $ | 129.17 |
| $ | 200.23 |
|
Invesco KBW Regional Banking ETF |
| 100.00 |
|
| 101.82 |
|
| 83.17 |
|
| 102.77 |
|
| 93.58 |
|
| 127.32 |
|
Russell 2000® Index |
| 100.00 |
|
| 113.14 |
|
| 99.37 |
|
| 122.94 |
|
| 145.52 |
|
| 165.45 |
|
The performance graph above does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates the performance graph by reference therein.
Dividends
28
The Company paid four quarterly dividends totaling $0.435 per common share during 2021. On January 5, 2022, the board of directors of the Company declared a quarterly dividend of $0.12 per common share to shareholders of record as of the close of business on January 19, 2022, which was paid on January 31, 2022.
The dividend type, amount, and timing are established by the Company’s board of directors. In making its decisions regarding the payment of dividends on the Company’s common stock, the board of directors considers the Company's operating results, financial condition, capital adequacy, regulatory requirements, shareholders' return, and other factors.
A discussion of certain restrictions and limitations on the ability of the Bank to pay dividends to the Company, and the ability of the Company to pay dividends to shareholders of its common stock, is set forth in Part I, Item 1, Business, of this Form 10-K under the heading “Supervision and Regulation.”
Stock Repurchases
There were no repurchases of the Company's common stock during the fourth quarter of 2021.
ITEM 6: [RESERVED]
29
ITEM 7: 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 the Company’s operations. This discussion should be read in conjunction with the Company’s consolidated financial statements and the notes thereto presented in Item 8, Financial Statements and Supplementary Information, of this Form 10-K.
Cautionary Note About Forward-Looking Statements
The Company makes certain forward-looking statements in this Form 10-K that are subject to risks and uncertainties. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections, and statements of management’s beliefs concerning future events, business plans, objectives, expected operating results, and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan,” or words or phases of similar meaning. The Company cautions that the forward-looking statements are based largely on management’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the its control. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements.
The following factors, among others, could cause the Company’s financial performance to differ materially from that expressed in such forward-looking statements:
30
The foregoing factors should not be considered exhaustive and should be read together with other cautionary statements that are included in this Form 10-K, including those discussed in the section entitled "Risk Factors" in Item 1A above. If one or more of the factors affecting forward-looking information and statements proves incorrect, then actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this Form 10-K. Therefore, the Company cautions you not to place undue reliance on its forward-looking information and statements. The Company will not update the forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how these risks and uncertainties will affect it.
Critical Accounting Policies and Estimates
General
The accounting principles the Company applies under GAAP are complex and require management to apply significant judgment to various accounting, reporting, and disclosure matters. Management must use assumptions, judgments, and estimates when applying these principles where precise measurements are not possible or practical. The Company views these policies as critical because they are highly dependent upon subjective or complex judgments, assumptions, and estimates. Changes in such judgments, assumptions, and estimates may have a significant impact on the consolidated financial statements. Actual results, in fact, could differ from initial estimates.
Accounting for Business Combinations
Business combinations are accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805. ASC 805 requires that the assets acquired and liabilities assumed in a business combination be recorded based on their estimated fair values at the date of acquisition. The excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed, including identifiable intangibles, is recorded as goodwill. The determination of fair values requires management to make estimates about future expected cash flows, market conditions, and other future events that are highly subjective in nature and subject to actual results that may differ materially from the estimates made.
31
Allowance for Loan Losses
The allowance for loan losses is maintained at a level believed to be adequate to absorb probable losses inherent in the portfolio and is based on the size and current risk characteristics of the loan portfolio, an assessment of individual problem loans and actual loss experience, current economic events in specific industries, and other pertinent factors, such as regulatory guidance and general economic conditions. The Company’s allowance for loan losses is established through a provision for loan losses charged to earnings. Loans identified as losses and deemed uncollectible by management are charged to the allowance. Subsequent recoveries, if any, are credited to the allowance for loan losses. The allowance for loan losses is evaluated on a periodic basis by management, but no less than quarterly.
The allowance for loan losses consists of specific and general components. The specific component relates to loans that are determined to be impaired and, therefore, individually evaluated for impairment. The Company considers a loan to be impaired when 1) the risk grade of the loan is special mention or worse and the balance of the loan exceeds $500,000 or 2) the loan is a TDR, regardless of balance. A loan is not considered impaired during a period of delay in payment if the Company expects to collect all amounts due, including past-due interest. Measurement of impairment is based on the expected future cash flows of an impaired loan, discounted at the loan's effective interest rate, or measured based on an observable market value, if one exists, or the fair value of the collateral underlying the loan, discounted to consider estimated costs to sell the collateral for collateral-dependent loans. If the net collateral value is less than the loan balance (including accrued interest and any unamortized premium or discount associated with the loan) an impairment is recognized and a specific reserve is established for the impaired loan. The general component of the allowance for loan losses covers those loans not classified as impaired and those loans classified as impaired that are not individually evaluated for impairment. Loans in the general component population are segmented into homogenous groups that share similar characteristics and receive a loss factor that 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. Internal and external factors include, but are not limited to, internal underwriting standards, loan portfolio composition and concentrations, and local and national economic conditions.
The determination of the allowance for loan losses is inherently subjective as it requires significant estimates, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends, all of which may be susceptible to significant change.
Credit losses are an inherent part of the Company’s business. Management believes the methodologies for determining the allowance for loan losses and the current level of the allowance are appropriate; however, it is possible that there may be unidentified losses in the portfolio at any particular time that may become evident at a future date pursuant to additional internal analysis or regulatory comment. Additional provisions for such losses, if necessary, would be recorded, as a charge to earnings.
Accounting for Acquired Loans
Loans acquired pursuant to a business combination are recorded at fair value, with no allowance for loan losses carrying over at the effective date of the transaction. The difference between contractually required amounts receivable and the acquisition date fair value of the loans that are not deemed credit-impaired at acquisition is accreted (recognized) into income over the life of the loan either on a level yield or interest method in accordance to ASC 310-20, Receivables-Nonrefundable Fees and Other Costs.
Subsequent to the acquisition date, an allowance for loan losses may be established through a provision for loan losses, based upon a process that is similar to the evaluation process used for originated loans. This evaluation, which includes a review of loans on which full collectability may not be reasonably assured, considers, among other factors, the estimated fair value of the underlying collateral, economic conditions, historical net loan loss experience, carrying value of the loans, which includes the remaining net purchase discount or premium, and other factors that warrant recognition in determining the allowance for loan losses.
Loans are designated purchased credit-impaired ("PCI") on the effective date of a business combination when there is evidence of credit deterioration after origination and for which it is probable that all contractually required principal and interest payments will not be collected. The applicable accounting guidance for PCI loans is ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. PCI loans are initially recorded at fair value (as determined by the present value of expected future cash flows) with no allowance for loan losses. The Company recognizes interest income on all loans acquired at a discount (that is due, in part, to credit quality) based on the acquired loans' expected cash flows. The
32
acquired loans may be aggregated and accounted for as a pool of loans if the loans being aggregated have common risk characteristics. A pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flow. The difference between the cash flows expected at acquisition and the investment in the loans, or the accretable yield, is recognized as interest income utilizing the level-yield method over the life of each pool. Increases in expected cash flows subsequent to the acquisition are recognized prospectively through adjustment of the yield on the pool over its remaining life, while decreases in expected cash flows are recognized as impairment through a loss provision and an increase in the allowance for loan losses. Therefore, the allowance for loan losses on these impaired pools reflects only losses incurred after the acquisition (representing the present value of all cash flows that were expected at acquisition but currently are not expected to be received).
Management periodically evaluates the remaining contractual required payments due and estimates of cash flows expected to be collected. These evaluations, performed no less than semi-annually, require the continued use of key assumptions and estimates, similar to the initial estimate of fair value. Changes in the contractual required payments due and estimated cash flows expected to be collected may result in changes in the accretable yield and non-accretable difference or reclassifications between accretable yield and the non-accretable difference.
Fair Value Measurements
The Company determines the fair values of financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy describes three levels of inputs that may be used to measure fair value. For example, the Company’s available-for-sale investment securities are recorded at fair value using reliable and unbiased evaluations by an industry-wide valuation service. This service uses evaluated pricing models that vary based on asset class and include available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable.
Derivatives
Derivatives are recognized as assets and liabilities on the Company’s consolidated balance sheets and measured at fair value. The Company’s derivatives consist of forward sales of to-be-announced mortgage-backed securities and interest rate lock commitments. The Company’s hedging policies permit the use of various derivative financial instruments to manage interest rate risk or to hedge specified assets and liabilities. The Company may be required to recognize certain contracts and commitments as derivatives when the characteristics of those contracts and commitments meet the definition of a derivative. If derivative instruments are designated as hedges of fair values, both the change in the fair value of the hedge and the hedged item are included in current earnings.
During the normal course of business, the Company enters into commitments to originate mortgage loans, whereby the interest rate on the loan is determined prior to funding (“rate lock commitments”). For commitments issued in connection with potential loans intended for sale, the Bank enters into positions of forward month mortgage-backed securities to be announced (“TBA”) contracts on a mandatory basis or on a one-to-one forward sales contract on a best efforts basis. The Company enters into TBA contracts in order to control interest rate risk during the period between the rate lock commitment and mandatory sale of the mortgage loan. Both the rate lock commitment and the forward TBA contract are considered derivatives. A mortgage loan sold on a best efforts basis is locked into a forward sales contract with a counterparty on the same day as the rate lock commitment to control interest rate risk during the period between the commitment and the sale of the mortgage loan. Both the rate lock commitment and the forward sales contract are considered derivatives.
The market values of rate lock commitments and delivery commitments are not readily ascertainable with precision because rate lock commitments and best efforts contracts are not actively traded in stand-alone markets. The Company determines the fair value of rate lock commitments, delivery contracts, and forward sales contracts of mortgage backed securities (“MBS”) by measuring the change in the value of the underlying asset, while taking into consideration the probability that the rate lock commitments will close or will be funded. Certain risks arise from the forward delivery contracts in that the counterparties to the contracts may not be able to meet the terms of the contracts. Additional risks inherent in mandatory delivery programs include the risk that, if the Company does not close the loans subject to rate lock commitments, it will still be obligated to deliver MBS to the counterparty under the forward sales agreements.
33
Income Taxes
Income taxes are accounted for using the balance sheet method in accordance with ASC 740, Accounting for Income Taxes. Per ASC 740, the objective is to recognize (a) the amount of taxes payable or refundable for the current year, and (b) defer tax liabilities and assets for the future tax consequences of events that have been recognized in the financial statements or federal income tax returns. A net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book (i.e., financial statement) and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. Temporary differences are reversed in the period in which an amount or amounts become taxable or deductible.
A deferred tax liability is recognized for all temporary differences that will result in future taxable income; a deferred tax asset is recognized for all temporary differences that will result in future tax deductions, potentially reduced by a valuation allowance. A valuation allowance is recognized if, based on an analysis of available evidence, management determines that it is more likely than not that some portion or all of the deferred tax asset will not be realized. In making this assessment, all sources of taxable income available to realize the deferred tax asset are considered including taxable income in prior carryback years, future releases of existing temporary differences, tax planning strategies, and future taxable income exclusive of reversing temporary differences and carryforwards. The predictability that future taxable income, exclusive of revering temporary differences, will occur is the most subjective of these four sources. Additionally, cumulative losses in recent years, if any, are considered negative evidence that may be difficult to overcome to support a conclusion that future taxable income, exclusive of reversing temporary differences and carryforwards, is sufficient to realize a deferred tax asset. Adjustments to increase or decrease the valuation allowance are charged or credited, respectively, to income tax expense. The evaluation of the recoverability of deferred tax assets requires management to make significant judgements regarding the releases of temporary differences and future profitability, among other items. Management has concluded that, as of December 31, 2021, no valuation allowance is required on the Company's deferred tax assets.
Mortgage Servicing Rights ("MSR")
MSR assets represent the economic value associated with servicing a borrower during the life of the mortgage. The assets are separate from the underlying mortgage and may be retained or sold by the Company when the related mortgage is sold. In accordance with ASC 860-50, Transfers and Servicing, MSR assets are initially recognized at fair value and subsequently accounted for using either the amortization method or the fair value measurement method. The Company elected to account for MSR assets using the amortization method, which requires that the servicing asset be amortized in proportion to and over the period of estimated net servicing income. ASC 860-50 also requires that MSR assets accounted for using the amortization method be evaluated for impairment each reporting period and reported at the lower of amortized cost or fair market value. MSR assets and income servicing, net of amortization and impairment, if any, are reported on the Company’s consolidated balance sheets and consolidated statements of income, respectively.
34
Five Year Summary of Selected Financial Data
(Dollars and shares in thousands, except per share data) |
| 2021 |
|
| 2020 |
|
| 2019 |
|
| 2018 |
|
| 2017 |
| |||||
Income Statement Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Interest income |
| $ | 103,546 |
|
| $ | 54,460 |
|
| $ | 30,888 |
|
| $ | 22,437 |
|
| $ | 18,481 |
|
Interest expense |
|
| 11,065 |
|
|
| 9,950 |
|
|
| 9,520 |
|
|
| 5,152 |
|
|
| 3,931 |
|
Net interest income |
|
| 92,481 |
|
|
| 44,510 |
|
|
| 21,368 |
|
|
| 17,285 |
|
|
| 14,550 |
|
Provision for loan losses |
|
| 117 |
|
|
| 10,450 |
|
|
| 1,742 |
|
|
| 1,225 |
|
|
| 1,095 |
|
Net interest income after provision for loan losses |
|
| 92,364 |
|
|
| 34,060 |
|
|
| 19,626 |
|
|
| 16,060 |
|
|
| 13,455 |
|
Noninterest income |
|
| 87,955 |
|
|
| 56,824 |
|
|
| 18,796 |
|
|
| 10,123 |
|
|
| 7,799 |
|
Noninterest expense |
|
| 112,142 |
|
|
| 68,387 |
|
|
| 32,845 |
|
|
| 20,464 |
|
|
| 15,847 |
|
Income before income taxes |
|
| 68,177 |
|
|
| 22,497 |
|
|
| 5,577 |
|
|
| 5,719 |
|
|
| 5,407 |
|
Income tax expense |
|
| 15,697 |
|
|
| 4,800 |
|
|
| 973 |
|
|
| 1,147 |
|
|
| 2,057 |
|
Net income attributable to noncontrolling interest |
|
| (3 | ) |
|
| (1 | ) |
|
| (24 | ) |
|
| (13 | ) |
|
| — |
|
Net income attributable to Blue Ridge Bankshares, Inc. |
| $ | 52,477 |
|
| $ | 17,696 |
|
| $ | 4,580 |
|
| $ | 4,559 |
|
| $ | 3,350 |
|
Per Common Share Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings per share, basic and diluted (1) |
| $ | 2.94 |
|
| $ | 2.07 |
|
| $ | 0.74 |
|
| $ | 1.09 |
|
| $ | 0.81 |
|
Dividends declared per share (1) (2) |
|
| 0.4350 |
|
|
| 0.2850 |
|
|
| 0.3800 |
|
|
| 0.3600 |
|
|
| 0.2133 |
|
Book value per common share (1) |
|
| 14.76 |
|
|
| 12.61 |
|
|
| 10.88 |
|
|
| 9.41 |
|
|
| 8.73 |
|
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Assets |
| $ | 2,665,139 |
|
| $ | 1,498,258 |
|
| $ | 960,811 |
|
| $ | 539,590 |
|
| $ | 424,122 |
|
Loans held for investment, gross (including PPP) |
|
| 1,807,578 |
|
|
| 1,016,694 |
|
|
| 646,834 |
|
|
| 414,868 |
|
|
| 330,805 |
|
Loans held for sale |
|
| 121,943 |
|
|
| 152,931 |
|
|
| 55,646 |
|
|
| 29,233 |
|
|
| 17,220 |
|
Securities |
|
| 396,050 |
|
|
| 120,648 |
|
|
| 128,897 |
|
|
| 58,750 |
|
|
| 48,995 |
|
Deposits |
|
| 2,297,771 |
|
|
| 945,109 |
|
|
| 722,030 |
|
|
| 415,027 |
|
|
| 339,290 |
|
Subordinated notes, net |
|
| 39,986 |
|
|
| 24,506 |
|
|
| 9,800 |
|
|
| 9,766 |
|
|
| 9,733 |
|
FHLB borrowings |
|
| 10,111 |
|
|
| 115,000 |
|
|
| 124,800 |
|
|
| 73,100 |
|
|
| 36,045 |
|
FRB borrowings |
|
| 17,901 |
|
|
| 281,650 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Stockholders' equity |
|
| 277,139 |
|
|
| 108,200 |
|
|
| 92,337 |
|
|
| 39,621 |
|
|
| 36,442 |
|
Weighted average common shares outstanding - basic (1) |
|
| 17,840 |
|
|
| 8,535 |
|
|
| 6,221 |
|
|
| 4,169 |
|
|
| 4,128 |
|
Weighted average common shares outstanding - diluted (1) |
|
| 17,840 |
|
|
| 8,535 |
|
|
| 6,221 |
|
|
| 4,169 |
|
|
| 4,128 |
|
Financial Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Return on average assets |
|
| 1.86 | % |
|
| 1.44 | % |
|
| 0.61 | % |
|
| 0.95 | % |
|
| 0.80 | % |
Return on average equity |
|
| 21.50 | % |
|
| 17.65 | % |
|
| 6.94 | % |
|
| 12.02 | % |
|
| 9.56 | % |
Net interest margin |
|
| 3.51 | % |
|
| 3.49 | % |
|
| 3.34 | % |
|
| 3.88 | % |
|
| 3.73 | % |
Efficiency ratio |
|
| 62.15 | % |
|
| 67.49 | % |
|
| 81.78 | % |
|
| 74.66 | % |
|
| 70.91 | % |
Dividend payout ratio |
|
| 14.80 | % |
|
| 13.75 | % |
|
| 51.61 | % |
|
| 32.92 | % |
|
| 26.29 | % |
Capital and Credit Quality Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Average equity to average assets |
|
| 8.65 | % |
|
| 7.08 | % |
|
| 8.79 | % |
|
| 7.89 | % |
|
| 8.32 | % |
Allowance for loan losses to loans held for investment, excluding PPP |
|
| 0.68 | % |
|
| 1.90 | % |
|
| 0.71 | % |
|
| 0.86 | % |
|
| 0.85 | % |
Nonperforming loans to total assets |
|
| 0.60 | % |
|
| 0.44 | % |
|
| 0.54 | % |
|
| 1.39 | % |
|
| 1.78 | % |
Nonperforming assets to total assets |
|
| 0.61 | % |
|
| 0.44 | % |
|
| 0.54 | % |
|
| 1.42 | % |
|
| 1.83 | % |
Net charge-offs to total loans held for investment |
|
| 0.10 | % |
|
| 0.12 | % |
|
| 0.12 | % |
|
| 0.11 | % |
|
| 0.09 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
(1) Share and per share figures have been adjusted for all periods presented to reflect the Company's 3-for-2 stock split effective April 30, 2021. |
| |||||||||||||||||||
(2) Beginning in the fourth quarter of 2020, the quarterly dividends have been declared and paid subsequent to the applicable quarter-end. |
| |||||||||||||||||||
Comparison of Results of Operations for the Years Ended December 31, 2021 and 2020
For the year ended December 31, 2021, the Company reported net income of $52.5 million compared to $17.7 million reported for 2020. Basic and diluted earnings per share were $2.94 for 2021 compared to $2.07 for 2020.
35
Net Interest Income. Net interest income is the excess of interest earned on loans, investments, and other interest-earning assets over the interest paid on deposits and borrowings 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 following table presents the average balance sheets for each of the years ended December 31, 2021, 2020 and 2019. In addition, the amounts of interest earned on interest-earning assets, with related yields, and interest expense on interest-bearing liabilities, with related rates, are presented.
|
| For the Years Ended December 31, |
| |||||||||||||||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||||||||||||||||||||||||
(Dollars in thousands) |
| Average |
|
| Interest |
|
| Yield/ |
|
| Average |
|
| Interest |
|
| Yield/ |
|
| Average |
|
| Interest |
|
| Yield/ |
| |||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Taxable securities |
| $ | 304,685 |
|
| $ | 5,192 |
|
|
| 1.70 | % |
| $ | 106,228 |
|
| $ | 2,582 |
|
|
| 2.43 | % |
| $ | 103,698 |
|
| $ | 3,286 |
|
|
| 3.17 | % |
Tax-exempt securities (1) |
|
| 12,518 |
|
|
| 302 |
|
|
| 2.41 | % |
|
| 6,175 |
|
|
| 178 |
|
|
| 2.88 | % |
|
| 7,832 |
|
|
| 285 |
|
|
| 3.64 | % |
Total securities |
|
| 317,203 |
|
|
| 5,494 |
|
|
| 1.73 | % |
|
| 112,403 |
|
|
| 2,760 |
|
|
| 2.46 | % |
|
| 111,530 |
|
|
| 3,571 |
|
|
| 3.20 | % |
Interest-earning deposits in other banks |
|
| 114,316 |
|
|
| 135 |
|
|
| 0.12 | % |
|
| 108,587 |
|
|
| 169 |
|
|
| 0.16 | % |
|
| 15,530 |
|
|
| 266 |
|
|
| 1.71 | % |
Federal funds sold |
|
| 45,314 |
|
|
| 47 |
|
|
| 0.10 | % |
|
| 596 |
|
|
| 2 |
|
|
| 0.34 | % |
|
| 313 |
|
|
| 10 |
|
|
| 3.19 | % |
Loans held for sale |
|
| 145,075 |
|
|
| 4,162 |
|
|
| 2.87 | % |
|
| 140,496 |
|
|
| 3,922 |
|
|
| 2.79 | % |
|
| 53,148 |
|
|
| 1,940 |
|
|
| 3.65 | % |
Paycheck Protection Program loans (2) |
|
| 351,179 |
|
|
| 17,311 |
|
|
| 4.93 | % |
|
| 237,229 |
|
|
| 10,347 |
|
|
| 4.36 | % |
|
| — |
|
|
| — |
|
|
| — |
|
Loans held for investment (including loan fees) (2,3,4) |
|
| 1,659,845 |
|
|
| 76,460 |
|
|
| 4.61 | % |
|
| 675,226 |
|
|
| 37,291 |
|
|
| 5.52 | % |
|
| 458,927 |
|
|
| 25,150 |
|
|
| 5.48 | % |
Total average interest-earning assets |
|
| 2,632,932 |
|
|
| 103,609 |
|
|
| 3.94 | % |
|
| 1,274,537 |
|
|
| 54,491 |
|
|
| 4.28 | % |
|
| 639,448 |
|
|
| 30,937 |
|
|
| 4.84 | % |
Less: allowance for loan losses |
|
| (13,036 | ) |
|
|
|
|
|
|
|
| (7,944 | ) |
|
|
|
|
|
|
|
| (4,572 | ) |
|
|
|
|
|
| ||||||
Total noninterest-earning assets |
|
| 201,222 |
|
|
|
|
|
|
|
|
| 106,245 |
|
|
|
|
|
|
|
|
| 41,611 |
|
|
|
|
|
|
| ||||||
Total average assets |
| $ | 2,821,118 |
|
|
|
|
|
|
|
| $ | 1,372,838 |
|
|
|
|
|
|
|
| $ | 676,487 |
|
|
|
|
|
|
| ||||||
Liabilities and stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Interest-bearing demand, money market deposits, and savings |
| $ | 908,418 |
|
| $ | 2,244 |
|
|
| 0.25 | % |
| $ | 346,784 |
|
| $ | 1,485 |
|
|
| 0.43 | % |
| $ | 170,251 |
|
| $ | 1,663 |
|
|
| 0.98 | % |
Time deposits (5) |
|
| 540,471 |
|
|
| 4,193 |
|
|
| 0.78 | % |
|
| 261,891 |
|
|
| 4,761 |
|
|
| 1.82 | % |
|
| 216,313 |
|
|
| 4,546 |
|
|
| 2.10 | % |
Total interest-bearing deposits |
|
| 1,448,889 |
|
|
| 6,437 |
|
|
| 0.44 | % |
|
| 608,675 |
|
|
| 6,246 |
|
|
| 1.03 | % |
|
| 386,564 |
|
|
| 6,209 |
|
|
| 1.61 | % |
FHLB borrowings (6) |
|
| 147,919 |
|
|
| 1,211 |
|
|
| 0.82 | % |
|
| 121,033 |
|
|
| 1,654 |
|
|
| 1.37 | % |
|
| 111,418 |
|
|
| 2,601 |
|
|
| 2.33 | % |
FRB borrowings |
|
| 245,196 |
|
|
| 790 |
|
|
| 0.32 | % |
|
| 223,869 |
|
|
| 785 |
|
|
| 0.35 | % |
|
| — |
|
|
| — |
|
|
| — |
|
Subordinated notes (7) |
|
| 46,226 |
|
|
| 2,627 |
|
|
| 5.68 | % |
|
| 23,566 |
|
|
| 1,265 |
|
|
| 5.37 | % |
|
| 9,783 |
|
|
| 709 |
|
|
| 7.25 | % |
Total average interest-bearing liabilities |
|
| 1,888,230 |
|
|
| 11,065 |
|
|
| 0.59 | % |
|
| 977,143 |
|
|
| 9,950 |
|
|
| 1.02 | % |
|
| 507,765 |
|
|
| 9,519 |
|
|
| 1.87 | % |
Noninterest-bearing demand deposits |
|
| 658,063 |
|
|
|
|
|
|
|
|
| 283,186 |
|
|
|
|
|
|
|
|
| 76,181 |
|
|
|
|
|
|
| ||||||
Other noninterest-bearing liabilities |
|
| 30,700 |
|
|
|
|
|
|
|
|
| 15,358 |
|
|
|
|
|
|
|
|
| 32,547 |
|
|
|
|
|
|
| ||||||
Stockholders’ equity |
|
| 244,125 |
|
|
|
|
|
|
|
|
| 97,151 |
|
|
|
|
|
|
|
|
| 59,994 |
|
|
|
|
|
|
| ||||||
Total average liabilities and stockholders’ equity |
| $ | 2,821,118 |
|
|
|
|
|
|
|
| $ | 1,372,838 |
|
|
|
|
|
|
|
| $ | 676,487 |
|
|
|
|
|
|
| ||||||
Net interest income and margin (8) |
|
|
|
| $ | 92,544 |
|
|
| 3.51 | % |
|
|
|
| $ | 44,541 |
|
|
| 3.49 | % |
|
|
|
| $ | 21,418 |
|
|
| 3.35 | % | |||
Cost of funds (9) |
|
|
|
|
|
|
|
| 0.43 | % |
|
|
|
|
|
|
|
| 0.79 | % |
|
|
|
|
|
|
|
| 1.63 | % | ||||||
Net interest spread (10) |
|
|
|
|
|
|
|
| 3.35 | % |
|
|
|
|
|
|
|
| 3.26 | % |
|
|
|
|
|
|
|
| 2.97 | % | ||||||
(1) Computed on a fully taxable equivalent basis assuming a 21% federal income tax rate.
36
(2) Includes deferred loan fees/costs.
(3) Non-accrual loans have been included in the computations of average loan balances.
(4) Includes accretion of fair value adjustments (discounts) on acquired loans of $2.0 million and $1.0 million for the years ended December 31, 2021 and 2020, respectively.
(5) Includes amortization of fair value adjustments (premiums) on assumed time deposits of $3.2 million and $23 thousand for the years ended December 31, 2021 and 2020, respectively.
(6) Includes amortization of fair value adjustments (premiums) on assumed FHLB borrowings of $12 thousand and $0 for the years ended December 31, 2021 and 2020, respectively.
(7) Includes amortization of fair value adjustments (premiums) on assumed subordinated notes of $176 thousand and $0 for the years ended December 31, 2021 and 2020, respectively.
(8) Net interest margin is net interest income divided by average interest-earning assets.
(9) Cost of funds is total interest expense divided by total interest-bearing liabilities and non-interest bearing demand deposits.
(10) Net interest spread is the yield on average interest-earning assets less the cost of average interest-bearing liabilities.
The following table presents the changes in interest income and interest expense due to changes in average assets and liability balances and changes in rates earned on assets and paid on liabilities for the periods stated.
|
| 2021 compared to 2020 |
|
| 2020 compared to 2019 |
| ||||||||||||||||||
|
| Increase/(Decrease) |
|
| Total |
|
| Increase/(Decrease) |
|
| Total |
| ||||||||||||
(Dollars in thousands) |
| Volume |
|
| Rate |
|
| (Decrease) |
|
| Volume |
|
| Rate |
|
| (Decrease) |
| ||||||
Interest Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Taxable securities |
| $ | 4,824 |
|
| $ | (2,214 | ) |
| $ | 2,610 |
|
| $ | 80 |
|
| $ | (784 | ) |
| $ | (704 | ) |
Tax-exempt securities |
|
| 183 |
|
|
| (59 | ) |
|
| 124 |
|
|
| (60 | ) |
|
| (47 | ) |
|
| (107 | ) |
Interest-earning deposits in other banks |
|
| 9 |
|
|
| (43 | ) |
|
| (34 | ) |
|
| 1,593 |
|
|
| (1,690 | ) |
|
| (97 | ) |
Federal funds sold |
|
| 150 |
|
|
| (105 | ) |
|
| 45 |
|
|
| 9 |
|
|
| (17 | ) |
|
| (8 | ) |
Loans held for sale |
|
| 128 |
|
|
| 112 |
|
|
| 240 |
|
|
| 3,188 |
|
|
| (1,206 | ) |
|
| 1,982 |
|
Paycheck Protection Program loans |
|
| 4,970 |
|
|
| 1,994 |
|
|
| 6,964 |
|
|
| 10,347 |
|
|
| — |
|
|
| 10,347 |
|
Loans held for investment |
|
| 54,378 |
|
|
| (15,209 | ) |
|
| 39,169 |
|
|
| 24,854 |
|
|
| (12,713 | ) |
|
| 12,141 |
|
Total interest income |
| $ | 64,642 |
|
| $ | (15,524 | ) |
| $ | 49,118 |
|
| $ | 40,011 |
|
| $ | (16,457 | ) |
| $ | 23,554 |
|
Interest Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Interest-bearing demand, money market deposits, and savings |
| $ | 2,405 |
|
| $ | (1,646 | ) |
| $ | 759 |
|
| $ | 1,725 |
|
|
| (1,903 | ) |
| $ | (178 | ) |
Time deposits |
|
| 5,064 |
|
|
| (5,632 | ) |
|
| (568 | ) |
|
| 958 |
|
|
| (743 | ) |
|
| 215 |
|
FHLB borrowings |
|
| 367 |
|
|
| (810 | ) |
|
| (443 | ) |
|
| 224 |
|
|
| (1,171 | ) |
|
| (947 | ) |
FRB borrowings |
|
| 75 |
|
|
| (70 | ) |
|
| 5 |
|
|
| 785 |
|
|
| — |
|
|
| 785 |
|
Subordinated notes |
|
| 1,218 |
|
|
| 144 |
|
|
| 1,362 |
|
|
| 999 |
|
|
| (443 | ) |
|
| 556 |
|
Total interest expense |
|
| 9,129 |
|
|
| (8,014 | ) |
|
| 1,115 |
|
|
| 4,691 |
|
|
| (4,260 | ) |
|
| 431 |
|
Change in Net Interest Income |
| $ | 55,513 |
|
| $ | (7,510 | ) |
| $ | 48,003 |
|
| $ | 35,320 |
|
| $ | (12,197 | ) |
| $ | 23,123 |
|
(1) 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 $2.63 billion for the year ended December 31, 2021 compared to $1.27 billion for the same period of 2020, a $1.36 billion increase. Most of this increase was attributable to acquired loans in the Bay Banks Merger. Average balances of PPP loans were $351.2 million and $237.2 million in 2021 and 2020, respectively, whereas there were none in 2019. Growth in average balances of loans, excluding PPP loans, was $984.6 million for 2021, primarily attributable to the Bay Banks Merger. Total interest income (on a taxable equivalent basis) increased by $49.1 million to $103.6 million for the year ended December 31, 2021 compared to the same period of 2020. This increase was primarily due to higher average balances of loans, excluding PPP loans, and securities, and higher yields on PPP loans (discussed below), partially offset by lower yields on interest-earning assets due to a lower interest rate environment in which interest-earning assets have re-priced. Processing fees, net of costs, and interest income earned by the Company for PPP loans for the years ended December 31, 2021 and 2020 were $17.3 million and $10.3 million, respectively. Interest income in 2021 and 2020 included accretion of fair value adjustments (discounts) on acquired loans of $2.0 million and $1.0 million, respectively.
Average interest-bearing liabilities were $1.89 billion for the year ended December 31, 2021 compared to $977.1 million for the same period of 2020, a $911.1 million increase. Most of this increase was attributable to interest-bearing deposits
37
assumed in the Bay Banks Merger and organic deposit growth, primarily attributable to general liquidity in the banking system, believed to be from economic stimulus funds granted by the federal government’s response to the COVID-19 pandemic. Interest expense increased by $1.1 million to $11.1 million for the year ended December 31, 2021 compared to 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 0.59% in 2021 from 1.02% in 2020. Cost of funds were 0.43% and 0.79% for the 2021 and 2020 periods, respectively. Interest expense in the 2021 and 2020 periods included the amortization of fair value adjustments (premium) on assumed time deposits of $3.2 million and $23 thousand, respectively, which was a directorreduction to interest expense.
Net interest income (on a taxable equivalent basis) was $92.5 million for the year ended December 31, 2021, compared to $44.5 million for the year ended December 31, 2020. Net interest margin was 3.51% for the year ended December 31, 2021 compared to 3.49% for the year ended December 31, 2020. The increase in net interest income in 2021 was primarily due to higher average balances of River Community Bankinterest-earning assets, including loans, mainly attributable to the Bay Banks Merger. The Company utilized borrowings from the Federal Reserve’s Paycheck Protection Program Liquidity Facility (“PPPLF”) to fund PPP loans during 2021 and 2020. These borrowings were at a fixed annual rate of 0.35% and resulted in interest expense of $790 thousand and $785 thousand for the years ended December 31, 2021 and 2020, respectively. The positive impact on net interest margin as a result of PPP loans and related funding was 18 basis points for the year ended December 31, 2021, compared to 12 basis points for the same period of 2020.
Provision for Loan Losses. The provision for loan losses was $117 thousand for the year ended December 31, 2021 compared to $10.5 million for the year ended December 31, 2020, an decrease of $10.4 million. Net charge-offs amounted to $1.8 million for the year ended December 31, 2021 and $1.2 million for the year ended December 31, 2020. The increase in the provision for loan losses during 2020 was primarily due to a qualitative factor added for the potential credit losses as a result of the COVID-19 pandemic in the amount of $9.2 million. This factor was based on Federal Reserve annualized charge-off rates from recent recessions in addition to statistics on hotel occupancy rates to arrive at a COVID-19 severity factor. This factor was applied to loans of specific NAICS codes that were deemed more susceptible to the impacts of the pandemic, including loans in part collateralized by restaurants, hospitality, and other public venues. The decline in the Company's allowance for loan losses for the year ended December 31, 2021 was due to the release of a substantial portion of the COVID-19 severity factor, as economic conditions improved, partially offset by organic loan growth, reserves for fintech-related loans, specific reserves for impaired loans, and reserve needs for loans that have migrated from the Company's acquired loan pools.
38
Noninterest Income. The following table provides detail for noninterest income and changes for the periods stated.
|
| For the years ended |
|
|
|
|
|
|
| |||||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
|
| Change $ |
|
| Change % |
| ||||
Gain on sale of Paycheck Protection Program loans |
| $ | 24,315 |
|
| $ | — |
|
| $ | 24,315 |
|
|
| 100.00 | % |
Residential mortgage banking income, net |
|
| 28,624 |
|
|
| 44,460 |
|
|
| (15,836 | ) |
|
| (35.62 | %) |
Mortgage servicing rights |
|
| 8,398 |
|
|
| 7,084 |
|
|
| 1,314 |
|
|
| 18.55 | % |
Gain on termination of interest rate swaps |
|
| 6,221 |
|
|
| — |
|
|
| 6,221 |
|
|
| 100.00 | % |
Gain on sale of guaranteed government loans |
|
| 2,005 |
|
|
| 880 |
|
|
| 1,125 |
|
|
| 127.84 | % |
Wealth and trust management |
|
| 2,373 |
|
|
| — |
|
|
| 2,373 |
|
|
| 100.00 | % |
Service charges on deposit accounts |
|
| 1,464 |
|
|
| 905 |
|
|
| 559 |
|
|
| 61.77 | % |
Increase in cash surrender value of bank owned life insurance |
|
| 932 |
|
|
| 390 |
|
|
| 542 |
|
|
| 138.97 | % |
Payroll processing |
|
| 941 |
|
|
| 974 |
|
|
| (33 | ) |
|
| (3.39 | %) |
Bank and purchase card, net |
|
| 1,805 |
|
|
| 1,297 |
|
|
| 508 |
|
|
| 39.17 | % |
Fair value adjustments of other equity investments |
|
| 7,316 |
|
|
| — |
|
|
| 7,316 |
|
|
| 100.00 | % |
Other |
|
| 3,561 |
|
|
| 834 |
|
|
| 2,727 |
|
|
| 326.98 | % |
Total noninterest income |
| $ | 87,955 |
|
| $ | 56,824 |
|
| $ | 31,131 |
|
|
| 54.78 | % |
39
The Company’s primary noninterest income sources include deposit account service charges and other fees, residential mortgage banking income, which includes gains on sales of mortgages, MSR income, gains on the sale of government guaranteed loans, wealth and trust management fees, and income from bank owned life insurance. Noninterest income totaled $88.0 million and $56.8 million for the years ended December 31, 2021 and 2020, respectively. The increase in noninterest income was primarily attributable to the second quarter of 2021 sale of approximately 19,500 PPP loans with aggregate principal balances of $712.6 million that resulted in a $24.3 million gain on the sale after giving effect to $30.9 million of unearned fees, net of deferred costs, and the sale discount. Also contributing to the increase in noninterest income was a $6.2 million gain on the termination of interest rate swaps in the fourth quarter of 2021 that hedged interest rates on certain FHLB advances, and $7.3 million of fair value adjustments attributable to certain other equity investments, primarily direct investments in fintech companies. Partially offsetting these increases in noninterest income was lower residential mortgage banking income in the 2021 period compared to the 2020 period, primarily due to lower pricing of mortgages sold to the secondary market.
Noninterest Expense. The following table provides detail for noninterest expense and changes for the periods stated.
|
| For the years ended |
|
|
|
|
|
|
| |||||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
|
| Change $ |
|
| Change % |
| ||||
Salaries and employee benefits |
| $ | 61,891 |
|
| $ | 45,418 |
|
| $ | 16,473 |
|
|
| 36.27 | % |
Occupancy and equipment |
|
| 6,508 |
|
|
| 3,551 |
|
|
| 2,957 |
|
|
| 83.27 | % |
Data processing |
|
| 4,441 |
|
|
| 2,683 |
|
|
| 1,758 |
|
|
| 65.52 | % |
Legal, issuer, and regulatory filing |
|
| 1,736 |
|
|
| 2,687 |
|
|
| (951 | ) |
|
| (35.39 | %) |
Advertising and marketing |
|
| 1,403 |
|
|
| 776 |
|
|
| 627 |
|
|
| 80.80 | % |
Communications |
|
| 2,814 |
|
|
| 721 |
|
|
| 2,093 |
|
|
| 290.29 | % |
Audit and accounting fees |
|
| 902 |
|
|
| 436 |
|
|
| 466 |
|
|
| 106.88 | % |
FDIC insurance |
|
| 1,014 |
|
|
| 749 |
|
|
| 265 |
|
|
| 35.38 | % |
Intangible amortization |
|
| 1,867 |
|
|
| 825 |
|
|
| 1,042 |
|
|
| 126.30 | % |
Other contractual services |
|
| 2,783 |
|
|
| 1,408 |
|
|
| 1,375 |
|
|
| 97.66 | % |
Other taxes and assessments |
|
| 2,613 |
|
|
| 1,013 |
|
|
| 1,600 |
|
|
| 157.95 | % |
Merger-related |
|
| 11,868 |
|
|
| 2,372 |
|
|
| 9,496 |
|
|
| 400.34 | % |
Other |
|
| 12,302 |
|
|
| 5,748 |
|
|
| 6,554 |
|
|
| 114.02 | % |
Total noninterest expense |
| $ | 112,142 |
|
| $ | 68,387 |
|
| $ | 43,755 |
|
|
| 63.98 | % |
Noninterest expense totaled $112.1 million and $68.4 million for the years ended December 31, 2021 and 2020, respectively. The increases in noninterest expenses were primarily attributable to the Bay Banks Merger, which was effective January 31, 2021. Also contributing to higher salaries and employee benefits expense in the 2021 period were employees added to support the Company's noninterest income lines and greater incentive expense. Greater incentive expense in the 2021 period included bonuses to reward front-line and support personnel for the efforts made to fulfill PPP loans and other management incentives. Merger-related expenses totaled $11.9 million and $2.4 million for the 2021 and 2020 periods, respectively, with the former period including expenses incurred for both the Bay Banks Merger and the now-terminated proposed merger with FVCBankcorp, Inc.
Income Tax Expense. For the year ended December 31, 2021, the Company recorded a provision for income taxes of $15.7 million (effective tax rate of 23.1%) as compared to a provision of $4.8 million (effective tax rate of 21.4%) for the year ended December 31, 2020. The higher effective tax rate for 2021 was primarily the result of tax provisions made for state income taxes, as the Company expanded its operations, primarily its mortgage division, into various states, primarily its mortgage banking division.
Analysis of Financial Condition
Loan Portfolio. The Company makes loans to individuals as well as to commercial entities. Specific loan terms vary as to interest rate and repayment and collateral requirements based on the type of loan requested and the creditworthiness of the prospective borrower. Credit risk tends to be geographically concentrated in that a majority of the loan customers are located in the markets serviced by the Bank. 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.
40
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.
|
| At December 31, |
| |||||||||||||
|
| 2021 |
|
| 2020 |
| ||||||||||
(Dollars in thousands) |
| Amount |
|
| Percent |
|
| Amount |
|
| Percent |
| ||||
Commercial and industrial |
| $ | 320,827 |
|
|
| 17.7 | % |
| $ | 123,675 |
|
|
| 12.1 | % |
Paycheck Protection Program |
|
| 30,742 |
|
|
| 1.7 | % |
|
| 292,068 |
|
|
| 28.6 | % |
Real estate – construction, commercial |
|
| 146,523 |
|
|
| 8.1 | % |
|
| 54,702 |
|
|
| 5.4 | % |
Real estate – construction, residential |
|
| 58,857 |
|
|
| 3.3 | % |
|
| 18,040 |
|
|
| 1.8 | % |
Real estate – mortgage, commercial |
|
| 701,503 |
|
|
| 38.8 | % |
|
| 273,499 |
|
|
| 26.8 | % |
Real estate – mortgage, residential |
|
| 493,982 |
|
|
| 27.3 | % |
|
| 213,404 |
|
|
| 20.9 | % |
Real estate – mortgage, farmland |
|
| 6,173 |
|
|
| 0.3 | % |
|
| 3,615 |
|
|
| 0.4 | % |
Consumer loans |
|
| 49,877 |
|
|
| 2.8 | % |
|
| 41,962 |
|
|
| 4.1 | % |
Gross loans |
|
| 1,808,484 |
|
|
| 100.0 | % |
|
| 1,020,965 |
|
|
| 100.0 | % |
Less: deferred loan fees, net of costs |
|
| (906 | ) |
|
|
|
|
| (4,271 | ) |
|
|
| ||
Gross loans, net of deferred loan fees |
|
| 1,807,578 |
|
|
|
|
|
| 1,016,694 |
|
|
|
| ||
Less: Allowance for loan losses |
|
| (12,121 | ) |
|
|
|
|
| (13,827 | ) |
|
|
| ||
Net loans |
| $ | 1,795,457 |
|
|
|
|
| $ | 1,002,867 |
|
|
|
| ||
Loans held for sale (not included in totals above) |
| $ | 121,943 |
|
|
|
|
| $ | 152,931 |
|
|
|
| ||
41
The following table presents the remaining maturities, based on contractual maturity, by loan type and by rate type (variable or fixed) as of December 31, 2021.
|
|
|
|
|
|
|
| Variable rate |
|
| Fixed rate |
| ||||||||||||||||||||||||||||
(Dollars in thousands) |
| Total Maturities |
|
| One Year |
|
| Total |
|
| 1-5 years |
|
| 5-15 years |
|
| More than 15 years |
|
| Total |
|
| 1-5 years |
|
| 5-15 years |
|
| More than 15 years |
| ||||||||||
Commercial and industrial |
| $ | 320,827 |
|
| $ | 60,571 |
|
| $ | 94,775 |
|
| $ | 77,484 |
|
| $ | 16,502 |
|
| $ | 789 |
|
| $ | 165,480 |
|
| $ | 79,620 |
|
| $ | 83,998 |
|
| $ | 1,861 |
|
Paycheck Protection Program |
|
| 30,742 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 30,742 |
|
|
| 30,742 |
|
|
| — |
|
|
| — |
|
Real estate – construction, commercial |
|
| 146,523 |
|
|
| 40,258 |
|
|
| 53,515 |
|
|
| 30,405 |
|
|
| 10,289 |
|
|
| 12,821 |
|
|
| 52,749 |
|
|
| 37,390 |
|
|
| 12,367 |
|
|
| 2,993 |
|
Real estate – construction, residential |
|
| 58,857 |
|
|
| 46,445 |
|
|
| 4,070 |
|
|
| 482 |
|
|
| 1,047 |
|
|
| 2,540 |
|
|
| 8,342 |
|
|
| 3,827 |
|
|
| 1,863 |
|
|
| 2,652 |
|
Real estate – mortgage, commercial |
|
| 701,503 |
|
|
| 53,091 |
|
|
| 299,908 |
|
|
| 59,567 |
|
|
| 157,045 |
|
|
| 83,296 |
|
|
| 348,504 |
|
|
| 203,155 |
|
|
| 142,796 |
|
|
| 2,553 |
|
Real estate – mortgage, residential |
|
| 493,982 |
|
|
| 17,772 |
|
|
| 250,301 |
|
|
| 14,987 |
|
|
| 62,812 |
|
|
| 172,502 |
|
|
| 225,909 |
|
|
| 43,171 |
|
|
| 60,982 |
|
|
| 121,757 |
|
Real estate – mortgage, farmland |
|
| 6,173 |
|
|
| 6 |
|
|
| 1,923 |
|
|
| 151 |
|
|
| 286 |
|
|
| 1,486 |
|
|
| 4,245 |
|
|
| 3,067 |
|
|
| 1,178 |
|
|
| — |
|
Consumer loans |
|
| 49,877 |
|
|
| 1,897 |
|
|
| 20,054 |
|
|
| 19,919 |
|
|
| 135 |
|
|
| — |
|
|
| 27,927 |
|
|
| 21,953 |
|
|
| 5,907 |
|
|
| 67 |
|
Gross loans |
| $ | 1,808,484 |
|
| $ | 220,041 |
|
| $ | 724,546 |
|
| $ | 202,995 |
|
| $ | 248,116 |
|
| $ | 273,435 |
|
| $ | 863,897 |
|
| $ | 422,924 |
|
| $ | 309,089 |
|
| $ | 131,884 |
|
42
The following table presents a summary of the activity in the Company's allowance for loan losses and the ratio of net charge-offs to average loans outstanding for the periods stated.
|
| Year Ended December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
Allowance, beginning of period |
| $ | 13,827 |
|
| $ | 4,572 |
|
Charge-offs |
|
|
|
|
|
| ||
Commercial and industrial |
| $ | (1,098 | ) |
| $ | (6 | ) |
Real estate – construction |
|
| (195 | ) |
|
| — |
|
Real estate – mortgage |
|
| (125 | ) |
|
| (505 | ) |
Consumer and other loans |
|
| (1,123 | ) |
|
| (994 | ) |
Total charge-offs |
|
| (2,541 | ) |
|
| (1,505 | ) |
Recoveries |
|
|
|
|
|
| ||
Commercial and industrial |
|
| 196 |
|
|
| 41 |
|
Real estate – construction |
|
| — |
|
|
| — |
|
Real estate – mortgage |
|
| 98 |
|
|
| 8 |
|
Consumer and other loans |
|
| 424 |
|
|
| 261 |
|
Total recoveries |
|
| 718 |
|
|
| 310 |
|
Net charge-offs |
|
| (1,823 | ) |
|
| (1,195 | ) |
Provision for loan losses |
|
| 117 |
|
|
| 10,450 |
|
Allowance, end of period |
| $ | 12,121 |
|
| $ | 13,827 |
|
Ratio of net charge-offs to average loans outstanding during period: |
|
|
|
|
|
| ||
Commercial and industrial |
|
| 0.32 | % |
|
| 0.03 | % |
Real estate – construction |
|
| 0.10 | % |
|
| 0.00 | % |
Real estate – mortgage |
|
| 0.00 | % |
|
| 0.10 | % |
Consumer and other loans |
|
| 0.32 | % |
|
| 0.47 | % |
Total loans |
|
| 0.10 | % |
|
| 0.15 | % |
Management believes that the Company's allowance for loan losses was adequate as of December 31, 2021. There can be no assurance that adjustments to the allowance for loan losses will not be required in the future. Changes in the economic assumptions underlying management’s estimates and judgments; adverse developments in the economy, on a national basis or in the Company’s market area; or changes in the circumstances of particular borrowers are criteria that could require adjustments to the provision for loan losses. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance for loan losses based on their judgments of information available to them at the time of their examination.
The allowance for loan losses includes specific and general components 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 presents the allocation of the allowance for loan losses by loan category and as a percentage of each category as of the dates stated.
|
| December 31, |
| |||||||||||||
(Dollars in thousands) |
| 2021 |
|
| % of |
|
| 2020 |
|
| % of |
| ||||
Commercial and industrial |
| $ | 2,859 |
|
|
| 0.89 | % |
| $ | 3,762 |
|
|
| 4.04 | % |
Real estate – construction, commercial |
|
| 895 |
|
|
| 0.61 | % |
|
| 960 |
|
|
| 1.76 | % |
Real estate – construction, residential |
|
| 21 |
|
|
| 0.04 | % |
|
| 150 |
|
|
| 0.83 | % |
Real estate – mortgage, commercial |
|
| 4,294 |
|
|
| 0.61 | % |
|
| 4,215 |
|
|
| 1.58 | % |
Real estate – mortgage, residential |
|
| 1,493 |
|
|
| 0.30 | % |
|
| 1,481 |
|
|
| 0.34 | % |
Real estate – mortgage, farmland |
|
| 18 |
|
|
| 0.29 | % |
|
| 18 |
|
|
| 0.50 | % |
Consumer and other |
|
| 2,541 |
|
|
| 5.09 | % |
|
| 3,241 |
|
|
| 6.97 | % |
|
| $ | 12,121 |
|
|
|
|
| $ | 13,827 |
|
|
|
| ||
42
The table above excludes PPP loans, which carry no allowance for loan losses as they are fully guaranteed by the U.S. government. In future periods, the Company may be required to establish an allowance for loan losses for these loans, which would result in a provision for loan losses charged to earnings.
Nonperforming Assets. The following table presents a summary of nonperforming assets and various measures as of the dates stated.
|
| December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
Nonaccrual loans (1) |
| $ | 15,177 |
|
| $ | 6,548 |
|
Loans past due 90 days and still accruing (1) |
|
| 917 |
|
|
| 46 |
|
Total nonperforming loans |
| $ | 16,094 |
|
| $ | 6,594 |
|
Other real estate owned |
|
| 157 |
|
|
| — |
|
Total nonperforming assets |
| $ | 16,251 |
|
| $ | 6,594 |
|
Allowance for loan losses |
| $ | 12,121 |
|
| $ | 13,827 |
|
Loans held for investment, including PPP loans |
| $ | 1,807,578 |
|
| $ | 1,016,694 |
|
Loans held for investment, excluding PPP loans |
| $ | 1,777,172 |
|
| $ | 728,161 |
|
Total assets |
| $ | 2,665,139 |
|
| $ | 1,498,258 |
|
Allowance for loan losses to total loans held for investment, including PPP loans |
|
| 0.67 | % |
|
| 1.36 | % |
Allowance for loan losses to total loans held for investment, excluding PPP loans |
|
| 0.68 | % |
|
| 1.90 | % |
Allowance for loan losses to nonperforming loans |
|
| 75.31 | % |
|
| 209.69 | % |
Nonperforming loans to total loans held for investment, including PPP loans |
|
| 0.89 | % |
|
| 0.65 | % |
Nonperforming loans to total loans held for investment, excluding PPP loans |
|
| 0.91 | % |
|
| 0.91 | % |
Nonperforming assets to total assets |
|
| 0.61 | % |
|
| 0.44 | % |
|
|
|
|
|
|
| ||
(1) Excluding PCI loans and accruing TDRs |
|
|
|
|
|
| ||
The increase in nonperforming assets in 2021 was primarily attributable to commercial loans to the same borrower relationship that were placed on nonaccrual status in the second quarter of 2021. The decline in the ratio of the allowance for loan losses to total loans held for investment, excluding PPP loans, at December 31, 2021 compared to December 31, 2020 was primarily attributable to loans acquired in the Bay Banks Merger, as no allowance for loan losses 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 $16.2 million and $1.2 million as of December 31, 2021 and 2020, respectively.
Loans are placed in nonaccrual status when in the opinion of management the collection of additional interest is unlikely or a specific loan meets the criteria for nonaccrual status established by regulatory authorities, generally 90 days or more past due. Any unpaid interest previously accrued on those loans is reversed from income in the period in which the loan's status changes to nonaccrual. No interest income is recognized on loans in nonaccrual status and any payments received for interest reduce the recorded investment of the respective loan. Generally, a loan remains on nonaccrual status until the loan is current as to both principal and interest or the borrower demonstrates the ability to pay and remain current, or both.
OREO includes properties that have been substantively repossessed or acquired in complete or partial satisfaction of debt. Such properties, which are held for resale, are initially stated at fair value, including a reduction for the estimated selling expenses, which becomes the carrying value. In subsequent periods, such properties are stated at the lower of the restated carrying value or fair value.
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 nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. The Company had eight TDRs in the amount of $1.0 million as of December 31, 2021 and two TDRs in the amount of $142 thousand as of December 31, 2020.
43
Investment Securities. The investment portfolio is used as a source of interest income, credit risk diversification, and liquidity, as well as to manage interest 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, securities’ prepayment risk, liquidity needs for loan demand, for 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 $373.5 million at December 31, 2021, an increase of $264.1 from $109.5 million at December 31, 2020, of which $79.5 million was acquired as part of the Bay Banks Merger. During 2021, the Company purchased $265.0 million in investment securities available for sale to offset redemptions and amortization and to absorb excess liquidity. The Company did not hold any investment securities held-to-maturity at December 31, 2021 or December 31, 2020. Securities in the investment portfolio may be classified as held to maturity, if the Company has the ability and intent to hold them to maturity, and would be carried at amortized cost.
As of December 31, 2021 and 2020, the majority of the investment securities portfolio consisted of securities rated investment grade by a leading rating agency. Investment securities which are investment grade are judged to be of the best quality and carry the smallest degree of investment risk. The fair value of investment securities that were pledged to secure public deposits totaled $8.7 million and $12.5 million as of December 31, 2021 and December 31, 2020, respectively.
The Company completes reviews of its investment portfolio for other-than-temporary impairment at least quarterly. At December 31, 2021 and December 31, 2020, securities in an unrealized loss position were of investment grade. Investment securities with unrealized losses are a result of pricing changes due to recent changes in interest rates and other conditions in the current market environment and were not deemed a result of permanent credit impairment. Contractual cash flows for the agency mortgage-backed securities are guaranteed and/or funded by the U.S. government. Municipal securities show no indication that the contractual cash flows will not be received when due. The Company does not intend to sell nor does it believe that it will be required to sell any of its temporarily impaired securities prior to River’s mergerthe recovery of the amortized cost. No other-than-temporary impairment was recognized for the securities in the Company’s investment portfolio as of and for the years ended December 31, 2021 and 2020.
Restricted equity investments consisted of stock in the FHLB (carrying basis $1.7 million and $5.8 million at December 31, 2021 and 2020, respectively), the Federal Reserve Bank of Richmond ("FRB") stock (carrying basis of $6.1 million and $2.2 million at December 31, 2021 and 2020, respectively), and stock in the Company’s correspondent bank (carrying basis of $468 thousand and $248 thousand at December 31, 2021 and 2020, respectively). Restricted equity investments are carried at cost. The Company holds various other equity investments, including shares in other financial institutions and fintech companies, totaling $14.2 million and $3.0 million as of December 31, 2021 and 2020, respectively, which are carried at fair value with any gain or loss reported in the consolidated statements of operations each reporting period.
The following table presents the composition of the Company’s investment portfolio, at amortized cost, as of the dates stated.
|
| December 31, |
| |||||||||||||
|
| 2021 |
|
| 2020 |
| ||||||||||
(Dollars in thousands) |
| Balance |
|
| Percent of |
|
| Balance |
|
| Percent of |
| ||||
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
| ||||
State and municipal |
| $ | 51,341 |
|
|
| 13.6 | % |
| $ | 14,069 |
|
|
| 12.9 | % |
U. S. Treasury and agencies |
|
| 65,680 |
|
|
| 17.3 | % |
|
| 2,500 |
|
|
| 2.3 | % |
Mortgage backed securities |
|
| 222,968 |
|
|
| 58.9 | % |
|
| 72,337 |
|
|
| 66.6 | % |
Corporate bonds |
|
| 38,752 |
|
|
| 10.2 | % |
|
| 19,755 |
|
|
| 18.2 | % |
Total |
| $ | 378,741 |
|
|
| 100.0 | % |
| $ | 108,661 |
|
|
| 100.0 | % |
44
The following table presents the amortized cost of the investment portfolio by contractual maturities, as well as the weighted average yields for each of the maturity ranges as of and for the period 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.
|
| December 31, 2021 |
| |||||||||||||||||||||||||||||||||
|
| Within One Year |
|
| One to Five Years |
|
| Five to Ten Years |
|
| Over Ten Years |
|
|
|
| |||||||||||||||||||||
(Dollars in thousands) |
| Amortized |
|
| Weighted |
|
| Amortized |
|
| Weighted |
|
| Amortized |
|
| Weighted |
|
| Amortized |
|
| Weighted |
|
| Total Amortized Cost |
| |||||||||
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
State and municipal |
| $ | 905 |
|
|
| 1.72 | % |
| $ | 3,208 |
|
|
| 1.52 | % |
| $ | 20,776 |
|
|
| 1.68 | % |
| $ | 26,452 |
|
|
| 1.92 | % |
| $ | 51,341 |
|
U. S. Treasury and agencies |
|
| — |
|
|
| — |
|
|
| 7,500 |
|
|
| 0.87 | % |
|
| 46,152 |
|
|
| 1.26 | % |
|
| 12,028 |
|
|
| 1.43 | % |
|
| 65,680 |
|
Mortgage backed securities |
|
| 48 |
|
|
| 1.00 | % |
|
| 11,287 |
|
|
| 0.48 | % |
|
| 18,987 |
|
|
| 1.99 | % |
|
| 192,646 |
|
|
| 1.37 | % |
|
| 222,968 |
|
Corporate bonds |
|
| — |
|
|
| — |
|
|
| 3,497 |
|
|
| 5.44 | % |
|
| 34,524 |
|
|
| 4.40 | % |
|
| 731 |
|
|
| 4.53 | % |
|
| 38,752 |
|
Total |
| $ | 953 |
|
|
|
|
| $ | 25,492 |
|
|
|
|
| $ | 120,439 |
|
|
|
|
| $ | 231,857 |
|
|
|
|
| $ | 378,741 |
| ||||
45
Deposits. The principal sources of funds for the Company are core deposits which include transaction accounts (demand deposits and money market accounts), time deposits, and savings accounts, all of which provide the Bank a source of fee income and cross-marketing opportunities. Core deposits are a low-cost source of funding for the Bank, and are preferred to brokered deposits.
The following table presents the composition of deposits as of the dates stated.
|
| December 31, |
| |||||||||||||
|
| 2021 |
|
| 2020 |
| ||||||||||
(Dollars in thousands) |
| Amount |
|
| % of Total Deposits |
|
| Amount |
|
| % of Total Deposits |
| ||||
Noninterest-bearing demand |
| $ | 706,088 |
|
|
| 30.7 | % |
| $ | 333,051 |
|
|
| 35.2 | % |
Interest-bearing demand and money market deposits |
|
| 941,805 |
|
|
| 41.0 | % |
|
| 282,263 |
|
|
| 29.9 | % |
Savings |
|
| 150,376 |
|
|
| 6.5 | % |
|
| 78,352 |
|
|
| 8.3 | % |
Time deposits |
|
| 499,502 |
|
|
| 21.7 | % |
|
| 251,443 |
|
|
| 26.6 | % |
Total deposits |
| $ | 2,297,771 |
|
|
| 100.0 | % |
| $ | 945,109 |
|
|
| 100.0 | % |
Total deposits include uninsured deposits of $680.4 million and $254.4 million as of December 31, 2021 and 2020, respectively. Uninsured deposit amounts are based on estimates as of the reported date.
Brokered and listing service deposits comprised both time deposits and money market accounts totaled $62.1 million and $48.7 million as of December 31, 2021 and 2020, respectively.
Approximately 21.7% of the Company’s deposits as of December 31, 2021 were comprised of time deposits, which are generally the most expensive form of deposit because of their fixed rate and term, compared to 26.6% as of December 31, 2020. Noninterest-bearing demand deposits, which represented 30.7% and 35.2% of total deposits as of December 31, 2021 and December 31, 2020, respectively, are generally viewed as the most favorable form of deposit for financial institutions. In 2021, noninterest-bearing demand deposits increased $373.0 million from December 31, 2020, including $200.0 million assumed in the Bay Banks Merger.
The following table presents a summary of average deposits and the weighted average rate paid for the periods stated.
|
| For the year ended December 31, |
| |||||||||||||
|
| 2021 |
|
| 2020 |
| ||||||||||
(Dollars in thousands) |
| Average |
|
| Rate |
|
| Average |
|
| Rate |
| ||||
Noninterest-bearing demand deposits |
| $ | 658,063 |
|
|
| — |
|
| $ | 283,186 |
|
|
| — |
|
Interest-bearing deposits: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Demand deposits |
|
| 262,679 |
|
|
| 0.27 | % |
|
| 101,178 |
|
|
| 0.34 | % |
Savings |
|
| 144,151 |
|
|
| 0.16 | % |
|
| 82,510 |
|
|
| 0.14 | % |
Money market deposits |
|
| 501,588 |
|
|
| 0.26 | % |
|
| 163,096 |
|
|
| 0.62 | % |
Time deposits |
|
| 540,471 |
|
|
| 0.78 | % |
|
| 261,891 |
|
|
| 1.82 | % |
Total interest-bearing deposits |
|
| 1,448,889 |
|
|
|
|
|
| 608,675 |
|
|
|
| ||
Total average deposits |
| $ | 2,106,953 |
|
|
|
|
| $ | 891,861 |
|
|
|
| ||
The following table presents maturities of time deposits for certificate of deposits $250 thousand or greater as of the dates stated.
|
| December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
Maturing in: |
|
|
|
|
|
| ||
3 months or less |
| $ | 30,943 |
|
| $ | 12,157 |
|
Over 3 months through 6 months |
|
| 47,818 |
|
|
| 22,901 |
|
Over 6 months through 12 months |
|
| 14,213 |
|
|
| 7,132 |
|
Over 12 months |
|
| 51,868 |
|
|
| 53,461 |
|
|
| $ | 144,842 |
|
| $ | 95,651 |
|
46
Borrowings. The Company uses short-term and long-term borrowings from various sources, including FHLB advances and FRB advances, to finance operations. The following table presents information on the balances and interest rates on borrowings as of and for periods stated.
|
| For the Year Ended December 31, 2021 |
| |||||||||||||
(Dollars in thousands) |
| Period-End Balance |
|
| Highest Month-End Balance |
|
| Average Balance |
|
| Weighted Average Rate |
| ||||
FHLB borrowings |
| $ | 10,111 |
|
| $ | 220,000 |
|
| $ | 147,919 |
|
|
| 0.82 | % |
FRB borrowings |
|
| 17,901 |
|
|
| 632,540 |
|
|
| 245,196 |
|
|
| 0.32 | % |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| For the 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 |
|
|
| 1.37 | % |
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, multifamily, and commercial real estate mortgage loan portfolios, as well as selected investment portfolio securities. FRB borrowings in the 2021 and 2020 periods consist exclusively of PPPLF advances secured by PPP loans.
Subordinated notes, net, totaled $40.0 million as of December 31, 2021 compared to $24.5 million as of December 31, 2020, a $15.5 million increase for the year ended December 31 2021, which was primarily attributable to $31.9 million of subordinated notes assumed in the Bay Banks Merger, partially offset by two subordinated note redemptions in 2021. The Company redeemed subordinated notes with an initial aggregate principal balance of $10.0 million and $7.0 million in the second and third quarters of 2021, respectively.
Liquidity. Liquidity in the banking industry is defined as the ability to meet the demand for funds of both depositors and borrowers. The Company must be able to meet these needs by obtaining funding from depositors or other lenders or by converting non-cash items into cash. Stable core deposits and a strong capital position provide the base for the Company’s liquidity position. The objective of the Company’s liquidity management program is to ensure that it has sufficient resources to meet the demands of depositors and borrowers. Management believes the Company has demonstrated its ability to attract deposits do to its branch locations, personal service, technology, and pricing.
In addition to deposits, the Company has access to the various wholesale funding markets. These markets include the brokered certificate of deposit market, listing service deposit market, and the federal funds market. The Bank is a member of the IntraFi Network, which allows banking customers to access FDIC insurance protection on deposits through the Bank, which exceed FDIC insurance limits. The Bank has one-way authority with IntraFi for both its Certificate of Deposit Account Registry Service and Insured Cash Swap Service products, which provides the Bank the ability to access additional wholesale funding as needed. The Company maintains a secured line of credit with the FHLB for which the Bank can borrow up to the allowable amount for the collateral pledged. Having diverse funding alternatives reduces the Company’s reliance on any one source for funding.
Cash flows from amortizing or maturing assets (loans and securities) also provide funding to meet the needs of depositors and borrowers.
The Bank has a line of credit from the FHLB of $358.1 million as of December 31, 2021, with available credit of $263.1 million as of the same date. Outstanding advances drawn on this line totaled $10.0 million and letters of credit pledged for the purpose of collateral for public deposits with the Treasury Board of the Commonwealth of Virginia, which also reduce the available credit balance, totaled $85.0 million as December 31, 2021. The FHLB may provide a credit line of up to 30% of the Bank’s asset value as of the prior quarter-end, subject to certain eligibility requirements, and loan and/or securities collateral pledged.
The Bank had five unsecured federal fund lines available with correspondent banks for overnight borrowing totaling $44.0 million and $38.0 million at December 31, 2021 and 2020, respectively. These lines bear interest at the prevailing rate for such lines and are cancellable at any time by the correspondent banks. These lines were not drawn upon at December 31, 2021 or 2020.
47
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 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, the current liquidity position is determined and then forecasted based on anticipated changes in the balance sheet. In this forecast, the Company expects to maintain a liquidity cushion. The Company then stresses its liquidity position under several different stress scenarios, from moderate to severe. Guidelines for the forecasted liquidity cushions and under each stress scenario have been established by policies approved by the board of directors. Management believes the Company has sufficient resources to meet its liquidity needs.
Capital. Capital adequacy is an important measure of financial stability and performance. Management's objectives are to maintain a level of capitalization that is sufficient for the Bank to be categorized as "well capitalized" for regulatory purposes, to sustain asset growth, and promote depositor and investor confidence.
Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. A financial institution's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
The Basel III Capital Rules were phased-in over a multi-year schedule and were 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. As of December 31, 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 December 31, 2021, the most recent regulatory notification, categorized the Bank as well capitalized under the regulatory framework. There are no conditions or events since that notification that management believes have changed the institution's category.
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. On September 17, 2019, the federal banking agencies jointly issued a final rule required by the EGRRCPA that permits qualifying banks and bank holding companies that have less than $10 billion in consolidated assets to elect to be subject to the CBLR. Under the rule, which became effective on January 1, 2020, banks and bank holding companies that opt into the CBLR framework and maintain a CBLR of greater than 9% are not subject to other risk-based and leverage capital requirements under the Basel III Capital Rules and would be deemed to have met the well capitalized ratio requirements under the “prompt corrective action” framework. The Company has not opted into the CBLR framework.
48
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.
|
| As of December 31, 2021 |
| |||||||||||||||||||||
|
| Actual |
|
| For Capital |
|
| To Be Well Capitalized |
| |||||||||||||||
(Dollars in thousands) |
| Amount |
|
| Ratio |
|
| Amount |
|
| Ratio |
|
| Amount |
|
| Ratio |
| ||||||
Total risk based capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Blue Ridge Bank, N.A. |
| $ | 273,978 |
|
|
| 13.11 | % |
| $ | 219,393 |
|
|
| 10.50 | % |
| $ | 208,946 |
|
|
| 10.00 | % |
Tier 1 capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Blue Ridge Bank, N.A. |
| $ | 260,896 |
|
|
| 12.49 | % |
| $ | 177,604 |
|
|
| 8.50 | % |
| $ | 167,157 |
|
|
| 8.00 | % |
Common equity tier 1 capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Blue Ridge Bank, N.A. |
| $ | 260,896 |
|
|
| 12.49 | % |
| $ | 146,262 |
|
|
| 7.00 | % |
| $ | 135,815 |
|
|
| 6.50 | % |
Tier 1 leverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
(To average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Blue Ridge Bank, N.A. |
| $ | 260,896 |
|
|
| 10.05 | % |
| $ | 103,883 |
|
|
| 4.00 | % |
| $ | 129,853 |
|
|
| 5.00 | % |
|
| As of December 31, 2020 |
| |||||||||||||||||||||
|
| Actual |
|
| For Capital |
|
| To Be Well Capitalized |
| |||||||||||||||
(Dollars in thousands) |
| Amount |
|
| Ratio |
|
| Amount |
|
| Ratio |
|
| Amount |
|
| Ratio |
| ||||||
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 | % |
49
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 and involve the same credit risk and evaluation as making a loan to a customer. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. As of December 31, 2021 and December 31, 2020, the Company had outstanding loan commitments of $475.1 million and $126.0 million, respectively.
Conditional commitments are issued by the Company in 2016. Hethe form of performance stand-by letters of credit, which guarantee the performance of a customer to a third party. As of December 31, 2021 and 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 December 31, 2021 and 2020, commitments under outstanding financial stand-by letters of credit totaled $4.5 million and $6.1 million, respectively. The credit risk of issuing stand-by letters of credit can be greater than the risk involved in extending loans to customers.
The Company invests in various partnerships and limited liability companies, many of which invest in early-stage companies. Pursuant to these investments, the Company commits to an investment amount that may be fulfilled in future periods, pursuant to capital calls. At December 31, 2021, the Company had future commitments outstanding totaling $8.3 million related to these investments.
The Company also has investments in various small business investment company ("SBIC") funds. The Company's obligations to these funds are satisfied in the form of capital calls that occur during the commitment period. As of December 31, 2021, the Company's remaining capital commitments associated with its investments in SBIC funds was $11.4 million.
Interest Rate Risk Management
As a financial institution, the Company is exposed to various business risks, including interest rate risk. Interest rate risk is the risk to earnings and value arising from volatility in market interest rates. Interest rate risk arises from timing differences in the repricing and maturities of interest-earning assets and interest-bearing liabilities, changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers' ability to prepay loans and depositors' ability to redeem certificates of deposit before maturity, changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion, and changes in spread relationships between different yield curves, such as U.S. Treasuries and other market-based index rates. The Company’s goal is to maximize net interest income without incurring excessive interest rate risk. Management of net interest income and interest rate risk must be consistent with the level of capital and liquidity that the Bank maintains. The Company manages interest rate risk through an asset and liability committee comprised of members of its board of directors and management (the “ALCO”). The ALCO is responsible for monitoring the Company’s interest rate risk in conjunction with liquidity and capital management.
The Company employs an independent consulting firm to model its interest rate sensitivity that uses a net interest income simulation model as its primary tool to measure interest rate sensitivity. Assumptions for modeling are developed based on expected activity in the balance sheet. For maturing assets, assumptions are created for the redeployment of these assets. For maturing liabilities, assumptions are developed for the replacement of these funding sources. Assumptions are also developed for assets and liabilities that could reprice during the modeled time period. These assumptions also cover how management expects rates to change on non-maturity deposits such as interest checking, money market checking, savings accounts, as well as certificates of deposit. Based on inputs that include the current balance sheet, the current level of interest rates, and the developed assumptions, the model produces an expected level of net interest income assuming that market rates remain unchanged. This is considered the base case. The model then simulates 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.
50
|
| December 31, 2021 |
| |||||||||||||
|
| Instantaneous Parallel Rate Shock Scenario |
| |||||||||||||
|
| Change in Net Interest Income - Year 1 |
|
| Change in Net Interest Income - Year 2 |
| ||||||||||
Change in interest rates: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
+400 basis points |
| $ | 6,171 |
|
|
| 7.0 | % |
| $ | 14,874 |
|
|
| 17.2 | % |
+300 basis points |
|
| 5,919 |
|
|
| 6.7 | % |
|
| 12,505 |
|
|
| 14.5 | % |
+200 basis points |
|
| 4,783 |
|
|
| 5.4 | % |
|
| 9,328 |
|
|
| 10.8 | % |
+100 basis points |
|
| 2,731 |
|
|
| 3.1 | % |
|
| 5,175 |
|
|
| 6.0 | % |
Base case |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
-100 basis points |
|
| (2,863 | ) |
|
| (3.2 | %) |
|
| (3,654 | ) |
|
| (4.2 | %) |
-200 basis points |
|
| (4,258 | ) |
|
| (4.8 | %) |
|
| (5,498 | ) |
|
| (6.4 | %) |
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 fifth-generation funeral director, who retired after 45 yearsregulatory and banking industry practice. However, these stress tests may not represent a realistic forecast of service. Mr. Burger was appointedfuture interest rate movements in the yield curve. In addition, instantaneous parallel interest rate shock modeling is not a predictor of actual future performance of earnings. It is a financial metric used to manage interest rate risk and track the movement of the Company’s interest rate risk position over a historical time frame for comparison purposes.
The asset and liability repricing characteristics of the Company’s assets and liabilities will have a significant impact on its future interest rate risk profile.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information is incorporated herein by reference to the Virginiainformation in section "Interest Rate Risk Management" within Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.
51
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Funeral Directors of Blue Ridge Bankshares, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Blue Ridge Bankshares, Inc. and Embalmers by Governor Mark Warnerits subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, changes in 2004stockholders’ equity, and served a second term having been appointed by Governor Tim Kaine in 2008. He was a past President ofcash flows for the Longwood University Foundation Board, a past President and life member of the Farmville Jayceesyears then ended, and the Collinsville Jaycees and is a life member ofrelated notes to the Virginia Jaycees. He formerly served as President ofconsolidated financial statements (collectively, the Bassett Volunteer Fire Department andfinancial statements). In our opinion, the Bassett Kiwanis Club. He formerly served as a board member offinancial statements present fairly, in all material respects, the New College Institute, Martinsville, Virginia, having been appointed by Governor Terry McAuliffe in 2016. Mr. Burger is a graduate of Campbell University with a Bachelor of Business Administration and graduated from John Tyler Community College with an Associate degree in Mortuary Science.
Elise Peters Carey, 34, has served as a directorfinancial position of the Company since 2019. She isas of December 31, 2021 and 2020, and the current Presidentresults of Bethany Medical Center,its operations and its cash flows for the largest independent provider of medical servicesyears then ended, in conformity with accounting principles generally accepted in the TriadUnited States of North Carolina. She is also President of Peters Holdings and Peters Development. She isAmerica.
Basis for Opinion
These financial statements are the Directorresponsibility of the Lenny Peters Foundation,Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are anon-profit organization that supports public accounting firm registered with the TriadPublic Company Accounting Oversight Board (United States) (PCAOB) and communities aroundare required to be independent with respect to the world. Previously she held various strategic planning and finance positions at American Express and Capital One Bank. Mrs. Carey began her career consulting financial institutions on market data, treasury services, and capital management. She holds a Master of Business Administration and a Bachelor of ScienceCompany in Economics from the Wharton Schoolaccordance with U.S. federal securities laws and the Universityapplicable rules and regulations of Pennsylvania.the Securities and Exchange Commission and the PCAOB.
Kenneth E. Flynt, 71, has
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Elliott Davis, PLLC
We have served as a directorthe Company's auditor since 2020.
Raleigh, North Carolina
March 11, 2022
52
Blue Ridge Bankshares, Inc.
Consolidated Balance Sheets
December 31, 2021 and 2020
(Dollars in thousands except share data) |
| 2021 |
|
| 2020 |
| ||
ASSETS |
|
|
|
|
|
| ||
Cash and due from banks |
| $ | 130,643 |
|
| $ | 117,945 |
|
Federal funds sold |
|
| 43,903 |
|
|
| 775 |
|
Securities available for sale, at fair value |
|
| 373,532 |
|
|
| 109,475 |
|
Restricted and other equity investments |
|
| 22,518 |
|
|
| 11,173 |
|
Other investments |
|
| 13,643 |
|
|
| 6,565 |
|
Loans held for sale |
|
| 121,943 |
|
|
| 152,931 |
|
Paycheck Protection Program loans, net of deferred fees and costs |
|
| 30,406 |
|
|
| 288,533 |
|
Loans held for investment, net of deferred fees and costs |
|
| 1,777,172 |
|
|
| 728,161 |
|
Less allowance for loan losses |
|
| (12,121 | ) |
|
| (13,827 | ) |
Loans held for investment, net |
|
| 1,765,051 |
|
|
| 714,334 |
|
Accrued interest receivable |
|
| 9,573 |
|
|
| 5,428 |
|
Other real estate owned |
|
| 157 |
|
|
| — |
|
Premises and equipment, net |
|
| 26,661 |
|
|
| 14,831 |
|
Right-of-use asset |
|
| 6,317 |
|
|
| 5,328 |
|
Bank owned life insurance |
|
| 46,545 |
|
|
| 15,724 |
|
Goodwill |
|
| 26,826 |
|
|
| 19,620 |
|
Other intangible assets |
|
| 7,742 |
|
|
| 2,581 |
|
Mortgage derivative asset |
|
| 1,876 |
|
|
| 5,293 |
|
Mortgage servicing rights, net |
|
| 16,469 |
|
|
| 7,084 |
|
Mortgage brokerage receivable |
|
| 4,064 |
|
|
| 8,516 |
|
Interest rate swap asset |
|
| 199 |
|
|
| 1,716 |
|
Other assets |
|
| 17,071 |
|
|
| 10,406 |
|
Total assets |
| $ | 2,665,139 |
|
| $ | 1,498,258 |
|
LIABILITIES & STOCKHOLDERS’ EQUITY |
|
|
|
|
|
| ||
Deposits: |
|
|
|
|
|
| ||
Noninterest-bearing demand |
| $ | 706,088 |
|
| $ | 333,051 |
|
Interest-bearing demand and money market deposits |
|
| 941,805 |
|
|
| 282,263 |
|
Savings |
|
| 150,376 |
|
|
| 78,352 |
|
Time deposits |
|
| 499,502 |
|
|
| 251,443 |
|
Total deposits |
|
| 2,297,771 |
|
|
| 945,109 |
|
FHLB borrowings |
|
| 10,111 |
|
|
| 115,000 |
|
FRB borrowings |
|
| 17,901 |
|
|
| 281,650 |
|
Subordinated notes, net |
|
| 39,986 |
|
|
| 24,506 |
|
Lease liability |
|
| 7,651 |
|
|
| 5,506 |
|
Interest rate swap liability |
|
| 199 |
|
|
| 2,735 |
|
Other liabilities |
|
| 14,381 |
|
|
| 15,552 |
|
Total liabilities |
|
| 2,388,000 |
|
|
| 1,390,058 |
|
Commitments and contingencies (Note 23) |
|
|
|
|
|
| ||
Stockholders’ Equity: |
|
|
|
|
|
| ||
Common stock, 0 par value; 25,000,000 shares authorized; 18,774,082 and |
|
| 194,309 |
|
|
| 66,771 |
|
Additional paid-in capital |
|
| 252 |
|
|
| 252 |
|
Retained earnings |
|
| 85,982 |
|
|
| 40,688 |
|
Accumulated other comprehensive (loss) income, net of tax |
|
| (3,632 | ) |
|
| 264 |
|
Total Blue Ridge Bankshares, Inc. stockholders' equity |
|
| 276,911 |
|
|
| 107,975 |
|
Noncontrolling interest |
|
| 228 |
|
|
| 225 |
|
Total stockholders’ equity |
|
| 277,139 |
|
|
| 108,200 |
|
Total liabilities and stockholders’ equity |
| $ | 2,665,139 |
|
| $ | 1,498,258 |
|
(1) Common stock as of the Company since 2016. Heperiods presented is a former President and Chief Executive Officer of 1st Medallion Mortgage Corporation, having retired in 2008. Mr. Flynt presently serves as Associate Deanreflective of the CollegeCompany's 3-for-2 stock split effective April 30, 2021.
See accompanying notes to consolidated financial statements.
53
Blue Ridge Bankshares, Inc.
Consolidated Statements of Business at Western Carolina University (“WCU”). HeOperations
For the years ended December 31, 2021 and 2020
(Dollars in thousands, except per share data) |
| 2021 |
|
| 2020 |
| ||
INTEREST INCOME |
|
|
|
|
|
| ||
Interest and fees on loans |
| $ | 97,933 |
|
| $ | 51,559 |
|
Interest on securities, deposit accounts, and federal funds sold |
|
| 5,613 |
|
|
| 2,901 |
|
Total interest income |
|
| 103,546 |
|
|
| 54,460 |
|
INTEREST EXPENSE |
|
|
|
|
|
| ||
Interest on deposits |
|
| 6,437 |
|
|
| 6,246 |
|
Interest on subordinated notes |
|
| 2,627 |
|
|
| 1,265 |
|
Interest on FHLB and FRB borrowings |
|
| 2,001 |
|
|
| 2,439 |
|
Total interest expense |
|
| 11,065 |
|
|
| 9,950 |
|
Net interest income |
|
| 92,481 |
|
|
| 44,510 |
|
Provision for loan losses |
|
| 117 |
|
|
| 10,450 |
|
Net interest income after provision for loan losses |
|
| 92,364 |
|
|
| 34,060 |
|
NONINTEREST INCOME |
|
|
|
|
|
| ||
Gain on sale of Paycheck Protection Program loans |
|
| 24,315 |
|
|
| — |
|
Residential mortgage banking income, net |
|
| 28,624 |
|
|
| 44,460 |
|
Mortgage servicing rights |
|
| 8,398 |
|
|
| 7,084 |
|
Gain on termination of interest rate swaps |
|
| 6,221 |
|
|
| — |
|
Gain on sale of guaranteed government loans |
|
| 2,005 |
|
|
| 880 |
|
Wealth and trust management |
|
| 2,373 |
|
|
| 0 |
|
Service charges on deposit accounts |
|
| 1,464 |
|
|
| 905 |
|
Increase in cash surrender value of bank owned life insurance |
|
| 932 |
|
|
| 390 |
|
Payroll processing |
|
| 941 |
|
|
| 974 |
|
Bank and purchase card, net |
|
| 1,805 |
|
|
| 1,297 |
|
Fair value adjustments of other equity investments |
|
| 7,316 |
|
|
| — |
|
Other |
|
| 3,561 |
|
|
| 834 |
|
Total noninterest income |
|
| 87,955 |
|
|
| 56,824 |
|
NONINTEREST EXPENSE |
|
|
|
|
|
| ||
Salaries and employee benefits |
|
| 61,891 |
|
|
| 45,418 |
|
Occupancy and equipment |
|
| 6,508 |
|
|
| 3,551 |
|
Data processing |
|
| 4,441 |
|
|
| 2,683 |
|
Legal, issuer, and regulatory filing |
|
| 1,736 |
|
|
| 2,687 |
|
Advertising and marketing |
|
| 1,403 |
|
|
| 776 |
|
Communications |
|
| 2,814 |
|
|
| 721 |
|
Audit and accounting fees |
|
| 902 |
|
|
| 436 |
|
FDIC insurance |
|
| 1,014 |
|
|
| 749 |
|
Intangible amortization |
|
| 1,867 |
|
|
| 825 |
|
Other contractual services |
|
| 2,783 |
|
|
| 1,408 |
|
Other taxes and assessments |
|
| 2,613 |
|
|
| 1,013 |
|
Merger-related |
|
| 11,868 |
|
|
| 2,372 |
|
Other |
|
| 12,302 |
|
|
| 5,748 |
|
Total noninterest expense |
|
| 112,142 |
|
|
| 68,387 |
|
Income before income tax expense |
|
| 68,177 |
|
|
| 22,497 |
|
Income tax expense |
|
| 15,697 |
|
|
| 4,800 |
|
Net income |
| $ | 52,480 |
|
| $ | 17,697 |
|
Net income attributable to noncontrolling interest |
|
| (3 | ) |
|
| (1 | ) |
Net income attributable to Blue Ridge Bankshares, Inc. |
| $ | 52,477 |
|
| $ | 17,696 |
|
Net income available to common stockholders |
| $ | 52,477 |
|
| $ | 17,696 |
|
Basic and diluted earnings per common share (EPS) (1) |
| $ | 2.94 |
|
| $ | 2.07 |
|
|
|
|
|
|
|
| ||
(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 consolidated financial statements.
54
Blue Ridge Bankshares, Inc.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2021 and 2020
|
| For the years ended December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
Net income |
| $ | 52,480 |
|
| $ | 17,697 |
|
Other comprehensive income (loss): |
|
|
|
|
|
| ||
Gross unrealized (losses) gains on securities available for sale arising during the period |
|
| (6,093 | ) |
|
| 491 |
|
Deferred income tax benefit (expense) |
|
| 1,279 |
|
|
| (103 | ) |
Reclassification of net loss (gain) on securities available for sale included in net income |
|
| 144 |
|
|
| (211 | ) |
Income tax (benefit) expense |
|
| (30 | ) |
|
| 44 |
|
Unrealized (losses) gains on securities available for sale arising during the period, net of tax |
|
| (4,700 | ) |
|
| 221 |
|
Transfer of securities held to maturity to available for sale |
|
| — |
|
|
| 538 |
|
Deferred income tax expense |
|
| — |
|
|
| (113 | ) |
Unrealized gains on transfer of held-to-maturity securities to available for sale, net of tax |
|
| — |
|
|
| 425 |
|
Gross unrealized gains (losses) on interest rate swaps |
|
| 7,240 |
|
|
| (774 | ) |
Deferred income tax (expense) benefit |
|
| (1,521 | ) |
|
| 163 |
|
Reclassification of net gains on interest rate swaps included in net income |
|
| (6,221 | ) |
|
| — |
|
Income tax expense |
|
| 1,307 |
|
|
| — |
|
Unrealized gains (losses) on interest rate swaps, net of tax |
|
| 805 |
|
|
| (611 | ) |
Gross unrealized losses on pension and post-retirement benefit plans |
|
| (2 | ) |
|
| — |
|
Deferred income tax benefit |
|
| 1 |
|
|
| — |
|
Unrealized losses on pension and post-retirement benefit plans |
|
| (1 | ) |
|
| — |
|
Other comprehensive (loss) income, net of tax |
|
| (3,896 | ) |
|
| 35 |
|
Comprehensive net income |
| $ | 48,584 |
|
| $ | 17,732 |
|
Comprehensive net income attributable to noncontrolling interest |
|
| (3 | ) |
|
| (1 | ) |
Comprehensive net income attributable to Blue Ridge Bankshares, Inc. |
| $ | 48,581 |
|
| $ | 17,731 |
|
See accompanying notes to consolidated financial statements.
55
Blue Ridge Bankshares, Inc.
Consolidated Statements of Changes in Stockholders’ Equity
As of and for the years ended December 31, 2021 and 2020
(Dollars in thousands except share data) | Shares of Common Stock (1) |
|
| Common Stock |
|
| Additional Paid-in Capital |
|
| Retained Earnings |
|
| Accumulated Other Comprehensive Income (Loss), net |
|
| Noncontrolling Interest |
|
| Total |
| |||||||
Balance, December 31, 2019 |
| 8,487,878 |
|
| $ | 66,204 |
|
| $ | 252 |
|
| $ | 25,428 |
|
| $ | 229 |
|
| $ | 224 |
|
| $ | 92,337 |
|
Net income |
| — |
|
|
| — |
|
|
| — |
|
|
| 17,696 |
|
|
| — |
|
|
| 1 |
|
|
| 17,697 |
|
Other comprehensive income |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 35 |
|
|
| — |
|
|
| 35 |
|
Dividends on common stock |
| — |
|
|
| — |
|
|
| — |
|
|
| (2,436 | ) |
|
| — |
|
|
| — |
|
|
| (2,436 | ) |
Restricted stock awards, net of forfeitures |
| 90,054 |
|
|
| 567 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 567 |
|
Balance, December 31, 2020 |
| 8,577,932 |
|
| $ | 66,771 |
|
| $ | 252 |
|
| $ | 40,688 |
|
| $ | 264 |
|
| $ | 225 |
|
| $ | 108,200 |
|
Net income |
| — |
|
|
| — |
|
|
| — |
|
|
| 52,477 |
|
|
| — |
|
|
| 3 |
|
|
| 52,480 |
|
Other comprehensive loss |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3,896 | ) |
|
| — |
|
|
| (3,896 | ) |
Dividends on common stock |
| — |
|
|
| — |
|
|
| — |
|
|
| (7,183 | ) |
|
| — |
|
|
| — |
|
|
| (7,183 | ) |
Issuance of common stock and other consideration paid in business combination |
| 9,951,743 |
|
|
| 125,403 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 125,403 |
|
Stock option exercises |
| 89,786 |
|
|
| 804 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 804 |
|
Restricted stock awards, net of forfeitures |
| 154,621 |
|
|
| 1,331 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,331 |
|
Balance, December 31, 2021 |
| 18,774,082 |
|
| $ | 194,309 |
|
| $ | 252 |
|
| $ | 85,982 |
|
| $ | (3,632 | ) |
| $ | 228 |
|
| $ | 277,139 |
|
(1) Common stock outstanding as of and for the periods presented is also Chairmanreflective of the Haywood County ChamberCompany's 3-for-2 stock split effective April 30, 2021.
See accompanying notes to consolidated financial statements.
56
Blue Ridge Bankshares, Inc.
Consolidated Statements of Commerce, ChairmanCash Flows
For the years ended December 31, 2021 and 2020
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
Cash Flows From Operating Activities |
|
|
|
|
|
| ||
Net income |
| $ | 52,480 |
|
| $ | 17,697 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
|
|
|
|
|
| ||
Depreciation and amortization |
|
| 2,168 |
|
|
| 951 |
|
Deferred income taxes |
|
| 1,923 |
|
|
| (1,680 | ) |
Provision for loan losses |
|
| 117 |
|
|
| 10,450 |
|
Accretion of fair value adjustments (discounts) on acquired loans |
|
| (2,006 | ) |
|
| (1,030 | ) |
Amortization of fair value adjustments (premiums) on assumed time deposits |
|
| (3,225 | ) |
|
| (23 | ) |
Amortization of fair value adjustments (premiums) on assumed subordinated notes |
|
| (176 | ) |
|
| — |
|
Fair value adjustments on other real estate owned |
|
| 75 |
|
|
| — |
|
Fair value adjustments of other equity investments |
|
| (7,316 | ) |
|
| — |
|
Proceeds from sale of loans held for sale |
|
| 1,228,021 |
|
|
| 1,099,378 |
|
Loans held for sale, originated |
|
| (1,171,787 | ) |
|
| (1,180,190 | ) |
Gain on sale of loans held for sale, originated |
|
| (21,432 | ) |
|
| (42,140 | ) |
Gain on sale of Paycheck Protection Program loans |
|
| (24,315 | ) |
|
| — |
|
Realized losses (gains) on sale of available for sale securities |
|
| 144 |
|
|
| (211 | ) |
Loss on disposal of premises and equipment |
|
| 110 |
|
|
| 160 |
|
Investment amortization expense, net |
|
| 1,865 |
|
|
| 1,138 |
|
Amortization of subordinated debt issuance costs |
|
| 206 |
|
|
| 55 |
|
Intangible amortization |
|
| 1,867 |
|
|
| 825 |
|
Increase in cash surrender value of bank owned life insurance |
|
| (932 | ) |
|
| (390 | ) |
Decrease (increase) in other assets |
|
| 12,442 |
|
|
| (26,332 | ) |
(Decrease) increase in other liabilities |
|
| (10,921 | ) |
|
| 13,002 |
|
Net cash provided by (used in) operating activities |
|
| 59,308 |
|
|
| (108,340 | ) |
Cash Flows From Investing Activities |
|
|
|
|
|
| ||
Net increase in federal funds sold |
|
| (41,396 | ) |
|
| (295 | ) |
Purchases of securities available for sale |
|
| (264,929 | ) |
|
| (44,164 | ) |
Proceeds from calls, sales, paydowns and maturities of securities available for sale |
|
| 71,804 |
|
|
| 53,595 |
|
Proceeds from calls, sales, paydowns and maturities of securities held to maturity |
|
| — |
|
|
| 1,212 |
|
Proceeds from sale of other real estate owned |
|
| 341 |
|
|
| — |
|
Net change in restricted equity and other equity investments |
|
| (205 | ) |
|
| (3,039 | ) |
Proceeds from sale of Paycheck Protection Program loans |
|
| 705,930 |
|
|
| 0 |
|
Net change in Paycheck Protection Program loans |
|
| (382,830 | ) |
|
| (292,068 | ) |
Net increase in loans held for investment |
|
| (59,053 | ) |
|
| (53,320 | ) |
Purchases of premises and equipment |
|
| (1,256 | ) |
|
| (3,010 | ) |
Proceeds from sale of premises and equipment |
|
| 547 |
|
|
| 719 |
|
Purchases of bank owned life insurance |
|
| (9,600 | ) |
|
| — |
|
Capital calls of other investments |
|
| (11,582 | ) |
|
| (609 | ) |
Net cash acquired in acquisition of Bay Banks of Virginia, Inc. |
|
| 44,066 |
|
|
| — |
|
Distributions from other investments |
|
| 647 |
|
|
| 94 |
|
Net cash provided by (used in) investing activities |
|
| 52,484 |
|
|
| (340,885 | ) |
Cash Flows From Financing Activities |
|
|
|
|
|
| ||
Net increase in demand, savings and other interest-bearing deposits |
|
| 452,173 |
|
|
| 232,591 |
|
Net decrease in time deposits |
|
| (127,174 | ) |
|
| (9,512 | ) |
Dividends paid on common stock |
|
| (7,183 | ) |
|
| (2,436 | ) |
Federal Home Loan Bank advances |
|
| 721,000 |
|
|
| 676,900 |
|
Federal Home Loan Bank repayments |
|
| (836,000 | ) |
|
| (686,700 | ) |
Federal Reserve Bank advances |
|
| 434,336 |
|
|
| 363,682 |
|
Federal Reserve Bank repayments |
|
| (722,900 | ) |
|
| (82,032 | ) |
Stock options exercised |
|
| 804 |
|
|
| — |
|
Payment of subordinated notes issuance costs |
|
| — |
|
|
| (349 | ) |
Issuance of subordinated notes |
|
| — |
|
|
| 15,000 |
|
Redemptions of subordinated notes |
|
| (14,150 | ) |
|
| — |
|
Net cash (used in) provided by financing activities |
|
| (99,094 | ) |
|
| 507,144 |
|
Net increase in cash and due from banks |
|
| 12,698 |
|
|
| 57,919 |
|
Cash and due from banks at beginning of period |
|
| 117,945 |
|
|
| 60,026 |
|
Cash and due from banks at end of period |
| $ | 130,643 |
|
| $ | 117,945 |
|
|
|
|
|
|
|
| ||
Supplemental Schedule of Cash Flow Information |
|
|
|
|
|
| ||
Cash paid for: |
|
|
|
|
|
| ||
57
Interest |
| $ | 11,583 |
|
| $ | 10,030 |
|
Income taxes |
| $ | 10,131 |
|
| $ | 2,000 |
|
Non-cash investing and financing activities: |
|
|
|
|
|
| ||
Unrealized (losses) gains on securities available for sale |
| $ | (6,024 | ) |
| $ | 1,029 |
|
Transfer of securities from held to maturity to available for sale |
| $ | — |
|
| $ | 10,980 |
|
Issuance of restricted stock awards, net of forfeitures |
| $ | 1,331 |
|
| $ | 567 |
|
Assets acquired in acquisition |
| $ | 1,224,583 |
|
| $ | — |
|
Liabilities assumed in acquisition |
| $ | 1,107,036 |
|
| $ | — |
|
Effective settlement of subordinated notes in business combination |
| $ | 650 |
|
| $ | — |
|
Change in goodwill |
| $ | 7,206 |
|
| $ | 23 |
|
See accompanying notes to consolidated financial statements.
58
Note 1. Organization and Basis of the Pinnacle Enterprise Fund,Presentation
Blue Ridge Bankshares, Inc. (the "Company"), a Virginia corporation, was formed in 1988 and Vice Chairman of the Economic Development Committee of Haywood County. He is past Finance Committee chairman of Main Street United Methodist Church in Kernersville, North Carolina, past regional president of the Board of Advisors of the WCU College of Business and a past chairman of the Kernersville Chamber of Commerce. Mr. Flynt was a founder and Chief Executive Officer of several financial institutions for a total of 20 years. He holds a Bachelor of Science in Economics and Finance (magna cum laude) from WCU and a Master of Economics from North Carolina State University.
Brian K. Plum, 40, has servedregistered as a directorbank holding company under the Bank Holding Company Act of the1956, as amended. The Company since 2014is headquartered in Charlottesville, Virginia and as President and Chief Executive Officer of the Company andconducts its business activities primarily through its wholly-owned subsidiary bank, Blue Ridge Bank, National Association (the “Bank”"Bank") sinceand 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. As a bank holding company, the Company is subject to supervision and regulation by the Board of Governors of the Federal Reserve System and the Bureau of Financial Institutions of the Virginia State Corporation Commission, which also periodically conduct examinations of the holding company's activities.
As of December 2014. Mr. Plum previously held31, 2021, the positionsBank operated twenty-six full-service banking offices across its footprint, which stretches from the Shenandoah Valley across the Piedmont region through Richmond and into the coastal peninsulas and Hampton Roads region of Virginia and north-central North Carolina.
The Company, through the Financial Group, offers management services for personal and corporate trusts, including estate planning, estate settlement and trust administration, insurance products, and investment and wealth management. The Bank’s mortgage banking activities include a retail mortgage business operating as Monarch Mortgage and wholesale mortgage business operating as LenderSelect Mortgage Group ("LenderSelect"). LenderSelect offers wholesale and third-party residential mortgage origination services to other financial institutions and credit unions. The Company, through its minority investment in Hammond Insurance Agency, Inc. (“Hammond Insurance”) offers property and casualty insurance to individuals and businesses. Payroll processing services are offered through the Bank’s majority-owned subsidiary, MoneyWise Payroll Solutions, Inc. ("MoneyWise Payroll"). and employment benefit services are offered under the trade name BluePoint Benefits ("BluePoint Benefits").
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”).
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.
On July 14, 2021, the Company and the Bank of Executive Vice President from 2010FVCBankcorp, Inc. (“FVCB”) jointly announced they had entered into a definitive agreement pursuant to 2014, Chief Financial Officer from 2007 to 2014which FVCB would merge with and Chief Administrative Officer in 2014. Before joininginto the Company in 2007, he servedan all-stock merger of equals. On January 20, 2022, the Company and FVCB jointly announced a mutual agreement to terminate their merger agreement. Both the Company and FVCB agreed that each company will bear its own costs and expenses in connection with the terminated transaction, and that neither party will pay any termination fee as a result of the mutual decision to terminate the merger agreement.
The accompanying consolidated financial statements of the Company include the accounts of the Bank, the Financial Group, and MoneyWise Payroll (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.
Information contained herein as of December 31, 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 year ended December 31, 2021 includes the operations of Bay Banks for the period immediately following the effective date of the Bay Banks Merger (January 31, 2021) through December 31, 2021.
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Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current year presentations, including the following instances. The reclassifications had no effect on net income, net income per share, or shareholders’ equity, as previously reported.
Correction of Immaterial Classification Errors
During the fourth quarter of 2021, the Company determined that the classification of certain consumer loan balances that had originated through its programs with financial technology (fintech) companies, which had been reported on its consolidated balance sheets as loans held for investment, should have been reported as loans held for sale. The Company has changed the classification of these loans on its December 31, 2020 consolidated balance sheet, which resulted in a $4.7 million decrease from what was previously reported in the Company's 2020 Form 10-K in loans held for investment, with a corresponding increase of $4.7 million in loans held for sale. The change in classification did not affect the Company's reported total assets or earnings as of and for the year ended December 31, 2020 on its consolidated balance sheets and statements of operations, respectively.
During the third quarter of 2021, the Company determined that its 35% investment in Hammond Insurance, which had been reported on its consolidated balance sheets in goodwill and other intangible assets, should have been reported as other assets. Also during the third quarter of 2021, the Company determined that its acquisition of BluePoint Benefits, which had been reported on its consolidated balance sheets in other assets, should have been reported as goodwill. The Company has changed the classification of both investments on its December 31, 2020 consolidated balance sheets. The change in the classification for the investment in Hammond Insurance resulted in a $613 thousand and $341 thousand decrease from what was previously reported in the Company's 2020 Form 10-K in goodwill and other intangible assets, respectively, with a corresponding increase of $954 thousand in other investments as of December 31, 2020. The change in the classification for the investment in BluePoint Benefits resulted in a $340 thousand decrease from what was previously reported in the 2020 Form 10-K in other assets with a corresponding increase of the same amount in goodwill as of December 31, 2020. Neither change in classification for the Company's investment in Hammond Insurance and BluePoint Benefits affected the Company's reported total assets or earnings as of and for the year ended December 31, 2020 on its consolidated balance sheet and statement of operations, respectively.
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 as 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, which resulted in a $30.4 million decrease from what was previously reported in the Company’s 2020 Form 10-K in loans held for sale with a corresponding increase of the same amount in loans held for investment as of December 31, 2020. There were 0 outstanding loans under this arrangement as of December 31, 2021. 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 would have been necessary for this loan as of December 31, 2020, and the Company believes its allowance for loan losses 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 previously noted incorrect presentations, both qualitatively and quantitatively, and concluded that its previously issued financial statements were not materially misstated due to the changes in classification.
Note 2. Summary of Significant Accounting Policies
The accounting and reporting policies of the Company are in accordance with GAAP.
(a) Use of Estimates
In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and contingent liabilities, as of the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to accounting for
60
business combinations, accounting for acquired loans, the allowance for loan losses, the valuation of deferred tax assets, mortgage servicing rights, and the valuation of derivative and hedging instruments.
(b) Accounting for Business Combinations
Business combinations are accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805. ASC 805 requires that the assets acquired and liabilities assumed in a business combination be recorded based on their estimated fair values at the date of acquisition. The excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed, including identifiable intangibles, is recorded as goodwill. The determination of fair values requires management to make estimates about future expected cash flows, market conditions, and other future events that are highly subjective in nature and subject to actual results that may differ materially from the estimates made.
(c) Cash and due from banks and federal funds sold
For purposes of the consolidated statements of cash flows and balance sheets, cash and due from banks include cash on hand and amounts due from banks, including short-term investments with original maturities of less than 90 days.
Federal funds sold represents excess bank reserves lent (generally on an overnight basis) to other financial institutions in the federal funds market. Federal funds sold are separately disclosed within the consolidated balance sheets.
(d)Investment Securities
Management determines the appropriate classification of securities at the time of purchase. If management has the intent and the Company has the ability at the time of purchase to hold securities until maturity, they are classified as held to maturity and carried at amortized historical cost. Securities not intended to be held to maturity are classified as available for sale and carried at fair value. Securities available for sale are intended to be used as part of the Company’s asset and liability management strategy and may be sold in response to liquidity needs, changes in interest rates, prepayment risk, or other similar factors. Securities reclassified from one category to another are transferred at fair value.
Amortization of premiums and accretion of discounts on securities are reported as adjustments to interest income using the effective interest method. Realized gains and losses on dispositions are based on the net proceeds and the adjusted book value of the securities sold using the specific identification method. Unrealized gains and losses on investment securities available for sale are based on the difference between book value and fair value of each security. These gains and losses are credited or charged to shareholders’ equity, whereas realized gains and losses flow through the Company’s current earnings.
Investment securities for which the fair value of the security is less than its amortized cost are evaluated on a quarterly basis for credit related other-than-temporary impairment ("OTTI"). For debt securities, impairment is considered other-than-temporary and recognized in its entirety in the consolidated statements of income if either the Company intends to sell the security or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If, however, the Company does not intend to sell the security and it is not more likely than not that it will be required to sell the security before recovery, management must determine what portion of the impairment is attributable to a credit loss, which occurs when the amortized cost basis of the security exceeds the present value of the cash flows expected to be collected from the security. If there is credit loss, the loss is recognized in the consolidated statements of income, and the remaining portion of the impairment is recognized in other comprehensive income (loss). Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition.
The Company has made investments in several positionsfintech companies, which are being accounted for as equity securities under ASC 321, Investments - Equity Investments. None of the Company's fintech investments have readily-determinable fair values and most are reported at cost, less impairment, if any. However, several of the fintech entities had observable market transactions in 2021 that, in the opinion of management, were similar to the
61
Company's existing investments. Accordingly, the Company recorded fair market value adjustments (unrealized gains) on its existing investments totaling $7.3 million for the year ended December 31, 2021, which is reported in noninterest income as fair value adjustments on other equity investments on the Company's consolidated statements of operations. These investments, inclusive of the fair value adjustments, totaled $14.2 million and $3.0 million as of December 31, 2021 and 2020, respectively, and are included in restricted and other equity investments on the Company's consolidated balance sheets.
(e) Loans Held for Sale
Mortgage loans originated or purchased and intended for sale in the secondary market are carried at estimated fair value in the aggregate. Changes in fair value are recognized in residential mortgage banking income on the consolidated statements of income. The Company participates in a mandatory delivery program for its government guaranteed and conventional mortgage loans. Under the mandatory delivery program, loans with interest rate locks are paired with the accounting firm PBMares, LLPsale of a to-be-announced (“TBA”) mortgage-backed security bearing similar attributes in Harrisonburg, Virginia. Mr. Plumthe aggregate. 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.
Certain consumer loans originated by the Company and sourced by fintech partners are classified on the Company's consolidated balance sheets as held for sale. These loans are originated by the Bank and either sold directly to the applicable fintech partner or another investor at par, generally up to 10 days from origination. These loans are carried at cost. As of December 31, 2021 and 2020, fintech loans held for sale totaled $5.8 million and $4.7 million, respectively, and are included in loans held for sale on the Company's consolidated balance sheets.
(f) Loans Held for Investment and Allowance for Loan Losses
Loans receivable that management has the intent and ability to hold for the foreseeable future or until loan maturity or pay-off are reported at their outstanding principal balance adjusted for any charge-offs, and net of any deferred fees and origination costs. Loan origination fees and certain direct origination costs are deferred and amortized as an adjustment of the yield using the payment terms required by the loan contract.
As a result of the Bay Banks Merger and the Company's acquisition of Virginia Community Bankshares, Inc. in 2019, the Company's loan portfolio is segregated between loans initially accounted for under the amortized cost method (referred to as "originated" loans) and loans acquired (referred to as "acquired" loans). The loans segregated to the acquired loan portfolio were initially measured at fair value and subsequently accounted for under either ASC 310-30 Loans and Debt Securities Acquired with Deteriorated Credit Quality or ASC 310-20 Nonrefundable Fees and Other Costs.
Purchased credit-impaired (“PCI”) loans, which were the non-performing loans acquired in the Company's acquisitions, were acquired at a discount that is due, in part, to credit quality and are accounted for under ASC 310-30. These loans are initially recorded at fair value (as determined by the present value of expected future cash flows) with 0 allowance for loan losses. The Company accounts for interest income on all loans acquired at a discount (that is due, in part, to credit quality) based on the acquired loans' expected cash flows. The acquired loans may be aggregated and accounted for as a pool of loans if the loans being aggregated have common risk characteristics. A pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flow. The difference between the cash flows expected at acquisition and the investment in the loans, or the "accretable yield," is recognized as interest income utilizing the level-yield method over the life of each pool. Increases in expected cash flows subsequent to the acquisition are recognized prospectively through adjustment to any previously recognized allowance for loan loss for that pool of loans and then through an increase in the yield on the pool over its remaining life, while decreases in expected cash flows are recognized as impairment through a loss provision and an increase in the allowance for loan losses. Therefore, the allowance for loan losses on these impaired pools reflects only losses incurred after the acquisition (representing the present value of all cash flows that were expected at acquisition but currently are not expected to be received).
The Company periodically evaluates the remaining contractual required payments due and estimates of cash flows expected to be collected for PCI loans. These evaluations, performed no less than semi-annually, require the continued use of key assumptions and estimates, similar to the initial estimate of fair value. Changes in the contractual required payments due and estimated cash flows expected to be collected may result in changes in the accretable yield and non-accretable difference or reclassifications between accretable yield and the non-accretable difference. On an aggregate basis, if the acquired pools of PCI loans perform better than originally expected, the
62
Company would expect to receive more future cash flows than originally modeled at the acquisition date. For the pools with better than expected cash flows, the forecasted increase would be recorded as an additional accretable yield that is recognized as a prospective increase to the Company's interest income on loans.
Loans are generally placed into nonaccrual status when they are past-due 90 days or more as to either principal or interest or when, in the opinion of management, the collection of principal and/or interest is in doubt. A loan remains in nonaccrual status until the loan is current as to payment of both principal and interest or past-due less than 90 days and the borrower demonstrates the ability to pay and remain current. When cash payments are received, they are applied to principal first, then to accrued interest. It is the Company's policy not to record interest income on nonaccrual loans until principal has become current. In certain instances, accruing loans that are past due 90 days or more as to principal or interest may not go on nonaccrual status if the Company determines that the loans are well secured and are in the process of collection. Loans are charged-off in whole or in part when a loan or a portion thereof is considered uncollectible.
Non-performing assets include nonaccrual loans, loans past due 90 days or more, and other real estate owned (“OREO”).
The Company maintains an allowance for loan losses at a level that represents management's best estimate of known and inherent losses in the loan portfolio. Both the amount of the provision expense and the level of the allowance for loan losses are impacted by many factors, including general and industry-specific economic conditions, actual and expected credit losses, historical trends, and specific conditions of the individual borrowers. As a part of the analysis, the Company uses comparative peer group data and qualitative factors such as levels of and trends in delinquencies, nonaccrual loans, charged-off loans, changes in volume and terms of loans, effects of changes in lending policy, experience and ability and depth of management, national and local economic trends, and conditions and concentrations of credit, competition, and loan review results to support estimates.
The allowance for loan losses is increased or decreased by provision losses or reversals to earnings, increased by recoveries of previously charged-off loans, and decreased by loan charge-offs.
The Company also maintains an allowance for loan losses for acquired loans: (i) accounted for under ASC 310-30, when there is deterioration in credit quality subsequent to acquisition, and (ii) accounted for under ASC 310-20, when the inherent losses in the loans exceed the remaining discount recorded at the time of acquisition.
The allowance for loan losses consists of specific and general components. The specific component relates to loans that are determined to be impaired and, therefore, individually evaluated for impairment. The Company considers a loan to be impaired when 1) the risk grade of the loan is special mention or worse and the balance of the loan exceeds $500,000, or 2) the loan is a graduatetroubled debt restructuring ("TDR"), regardless of Eastern Mennonite Universitybalance. The Company determines and recognizes impairment of certain loans when, based on current information and events, it is probable that it will be unable to collect all amounts due according to the loan agreement. A loan is not considered impaired during a period of delay in payment if the Company expects to collect all amounts due, including past-due interest. The Company evaluates the impairment of certain loans on a loan-by-loan basis for those loans that are adversely risk rated. Measurement of impairment is based on the expected future cash flows of an impaired loan, discounted at the loan's effective interest rate, or measured on an observable market value, if one exists, or the fair value of the collateral underlying the loan, discounted to consider estimated costs to sell the collateral for collateral-dependent loans. If the net collateral value is less than the loan balance (including accrued interest and any unamortized premium or discount associated with the loan) an impairment is recognized and a specific reserve is established for the impaired loan. Loans classified as loss loans are fully reserved or charged-off. The general component of the allowance for loan losses covers those loans not classified as impaired and those loans classified as impaired that are not individually evaluated for impairment. Loans in the general component population are segmented into homogenous groups that share similar characteristics and receive a loss factor that is based on historical loss experience and adjusted for other internal or external influences on credit quality that are not fully reflected in the historical data. Internal and external factors include, but are not limited to, internal underwriting standards, loan portfolio composition and concentrations, and local and national economic conditions.
Loans considered to be TDRs are loans that have their terms restructured (e.g., interest rates, loan maturity date, payment and amortization period, etc.) in circumstances that provide payment relief to a borrower experiencing financial difficulty. All restructured loans are considered impaired loans and may either be in accruing status or nonaccruing status. Nonaccruing restructured loans may return to accruing status provided doubt has been removed concerning the collectability of principal and interest as evidenced by a sufficient period of payment performance in accordance with the restructured terms. Loans may be removed from the restructured category in the year
63
subsequent to the restructuring, if their revised loan terms are considered to be consistent with terms that can be obtained in the credit market for loans with comparable risk and if they meet certain performance criteria.
Pursuant to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), banks had the option to temporarily suspend certain requirements of GAAP related to TDRs for a limited period of time if the following conditions were met: the borrower's loan modification was related to the COVID-19 pandemic; the loan modified was not more than 30 days past due as of December 31, 2019, and the loan modification occurred between March 1, 2020 and the earlier of January 1, 2022 or the date that is 60 days after the COVID-19 national emergency declared under the National Emergencies Act is terminated by the President of the United States. All loan modifications made by the Company that met the requirements for modifications under the CARES Act were made on a good faith basis to borrowers and accordingly were not designated as TDRs as of and for the years ended December 31, 2021 and 2020.
(g) Premises and Equipment
Land is carried at cost. Premises and equipment, other than land, are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Estimated useful lives ranges from 39 to 40 years for buildings and from 3 to 15 years for furniture, fixtures, and equipment.
Amortization of leasehold improvements is computed using the straight-line method over the shorter of the useful life of the improvements or the lease term. Purchased computer software, which is capitalized, is amortized over estimated useful lives of one to three years.
(h) Leases
In accordance with the requirements of ASC 842, Leases, the Company evaluates new real estate and equipment leases to determine whether the contractual arrangements constitute a lease, or contain an embedded lease, which would be in scope under ASC 842 and whether such leases would meet the requirements of an operating or financing lease under the standard.
For operating leases, right-of-use assets (“ROU assets”) and lease liabilities are recognized at the commencement date of the lease. ROU assets represent the Company’s right to use leased assets over the term of the lease. Lease liabilities represent the Company’s contractual obligation to make lease payments over the lease term and are measured as the present value of the lease payments over the lease term. ROU assets are measured as the amount of the lease liability adjusted for certain items such as prepaid lease payments, unamortized lease incentives, and unamortized direct costs. ROU assets are amortized on a straight-line basis less the periodic interest expense adjustment of the lease liability and the amortization is included in occupancy expense in the Company’s consolidated statements of operations. The discount rate used for the present value calculations for lease liabilities was the rate implicit in the lease if determinable, and when the rate was not determinable, the Company used its incremental, collateralized borrowing rate with the FHLB for the period that most closely coincided with the respective lease term as of the commencement date of the lease.
Most of the Company’s leases include renewal options, with renewal terms extending the lease obligation up to as much as five years. Lease terms may include renewal or extension options to the extent they are reasonably certain to be exercised as assessed at lease commencement. As of and for the years ended December 31, 2021 and 2020, the Company did 0t have any leases that met the standard definition of a finance lease nor did it engage in any sale-leaseback transactions or have any sublease income. In accordance with the ASU, the Company elects not to recognize an ROU asset and lease obligation for contracts with an initial term of twelve months or less. The expense associated with these short-term leases is included in noninterest expense in the consolidated statements of operations. To the extent that a lease arrangement includes both lease and non-lease components, the Company has elected not to account for these separately.
Rent expense on operating leases is recorded using the straight-line method over the appropriate lease term.
(i) Goodwill and Other Intangible Assets
Goodwill, which represents the excess of purchase price over fair value of net assets acquired, is not amortized but is evaluated at least annually for impairment by comparing its fair value with its carrying amount. Impairment is indicated when the carrying amount of a reporting unit exceeds its estimated fair value.
64
Goodwill arises from business combinations and is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and 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. The Company performs the impairment test annually during the fourth quarter. Goodwill is the only intangible asset with an indefinite life on the Company’s balance sheet.
Intangible assets with definite useful lives are amortized over their estimated useful lives and tested for impairment if events and circumstances exist that might indicate impairment may have occurred.
NaN impairment was recorded for goodwill and other intangible assets in 2021 and 2020.
(j) Mortgage Servicing Rights (“MSR”) Assets
MSR assets represent the economic value associated with servicing a borrower during the life of the mortgage. The assets are separate from the underlying mortgage and may be retained or sold by the Company when the related mortgage is sold. Per ASC 860-50, Transfers and Servicing, MSR assets are initially recognized at fair value and subsequently accounted for using either the amortization method or the fair value measurement method. The Company elected to account for MSR assets using the amortization method, which requires that the servicing asset be amortized in proportion to and over the period of estimated net servicing income. ASC 860-50 also requires that MSR assets accounted for using the amortization method be evaluated for impairment each reporting period and reported at the lower of amortized cost or fair market value. MSR assets and income servicing, net of amortization and impairment, if any, are reported on the Company’s consolidated balance sheets and consolidated statements of income, respectively.
(k) Other Real Estate Owned
Assets acquired through, or in lieu of, loan foreclosure are held for sale and reported as OREO. At the time of acquisition these properties are recorded at estimated fair value less estimated selling costs, with any write down charged to the allowance for loan losses and any gain on foreclosure recorded in the allowance up to the amount previously changed off, establishing a new cost basis. Subsequent to foreclosure, valuations of the assets are periodically performed by management, and these assets are subsequently accounted for at the lower of cost or fair value, less estimated selling costs. Adjustments are made for subsequent declines in the fair value of the assets, less selling costs. Revenue and expenses from operations and valuation changes are charged to operating income in the period of the transaction.
(l) Cash Surrender Value of Life Insurance
The Company has purchased life insurance policies on certain key employees. The cash surrender value of life insurance is recorded at the gross amount that can be realized under the insurance contract at the balance date, which is the cash surrender value. The increase in the cash surrender value over time is recorded as other noninterest income. The Company monitors the financial strength and condition of the counterparty.
(m) Income Taxes
Income taxes are accounted for using the balance sheet method in accordance with ASC 740, Accounting for Income Taxes. Per ASC 740, the objective is to recognize (a) the amount of taxes payable or refundable for the current year, and (b) defer tax liabilities and assets for the future tax consequences of events that have been recognized in the financial statements or federal income tax returns. Deferred tax assets and liabilities are determined based on the tax effects of the temporary differences between the book (i.e., financial statement) and tax bases of the various balance sheet assets and liabilities and give current recognition to changes in tax rates and laws. Temporary differences are reversed in the period in which an amount or amounts become taxable or deductible.
When the Company’s federal tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would ultimately be sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely to be realized upon settlement with the applicable taxing authority. The portion of
65
the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties, if any, associated with unrecognized tax benefits are classified as additional income taxes in the consolidated statements of income.
(n) Earnings Per Share
Accounting guidance specifies the computation, presentation, and disclosure requirements for earnings per share (“EPS”) for entities with publicly held common stock or potential common stock such as options, warrants, convertible securities, or contingent stock agreements if those securities trade in a public market. Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding. Diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive common shares had been issued. The Company had 9,898 and 0 dilutive weighted average common shares outstanding for the years ended December 31, 2021 and 2020, respectively, which were attributable to exercisable stock options.
(o)Derivatives
Derivatives are recognized as assets and liabilities on the Company’s consolidated balance sheets and measured at fair value. The Company’s derivatives consist of forward sales of to-be-announced mortgage-backed securities and interest rate lock commitments. The Company’s hedging policies permit the use of various derivative financial instruments to manage interest rate risk or to hedge specified assets and liabilities. All derivatives are recorded at fair value on the consolidated balance sheets. The Company may be required to recognize certain contracts and commitments as derivatives when the characteristics of those contracts and commitments meet the definition of a derivative. If derivative instruments are designated as hedges of fair values, both the change in the fair value of the hedge and the hedged item are included in current earnings.
During the normal course of business, the Company enters into commitments to originate mortgage loans, whereby the interest rate on the loan is determined prior to funding (“rate lock commitments”). For commitments issued in connection with potential loans intended for sale, the Bank enters into positions of forward month mortgage-backed securities (“MBS”) to be announced (“TBA”) contracts on a mandatory basis or on a one-to-one forward sales contract on a best efforts basis. The Company enters into TBA contracts in order to control interest rate risk during the period between the rate lock commitment and mandatory sale of the mortgage loan. Both the rate lock commitment and the TBA contract are considered derivatives. A mortgage loan sold on a best efforts basis is locked into a forward sales contract with a Bachelor of Science in Accountingcounterparty on the same day as the rate lock commitment to control interest rate risk during the period between the commitment and Economics, of James Madison University with Master of Science in Accounting, andthe sale of the Darden Schoolmortgage loan. Both the rate lock commitment and the forward sales contract are considered derivatives.
The market values of rate lock commitments and best efforts forward delivery commitments is not readily ascertainable with precision because rate lock commitments and best efforts contracts are not actively traded in stand-alone markets. The Company determines the fair value of rate lock commitments, delivery contracts, and forward sales contracts of MBS by measuring the change in the value of the underlying asset, while taking into consideration the probability that the rate lock commitments will close or will be funded. Certain risks arise from the forward delivery contracts in that the counterparties to the contracts may not be able to meet the terms of the contracts. Additional risks inherent in mandatory delivery programs include the risk that, if the Company does not close the loans subject to rate lock commitments, it will still be obligated to deliver MBS to the counterparty under the forward sales agreement.
The Company enters into interest rate swap agreements to accommodate the needs of its banking customers. The Company mitigates the interest rate risk entering into these swap agreements by entering into equal and offsetting swap agreements with a highly-rated third-party financial institutions. These back-to-back swap agreements are a free-standing derivatives and are recorded at fair value in the Company’s consolidated balance sheets.
The Company entered into various interest rate swaps in 2020 and 2019 that qualified as cash flow hedges as defined by ASC 815, Derivatives and Hedging. The objective of these interest rate swaps was to hedge against the risk of variability in its cash flows attributable to changes in the 3-month LIBOR benchmark 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 going through the
66
maturity date. These cash flow hedges are recorded at fair value in the Company’s consolidated balance sheets. The Company terminated these cash flow hedges during the fourth quarter of 2021.
(p) Pension and Post-retirement Benefit Plans
As part of the Bay Banks Merger, the Company assumed a noncontributory cash balance benefit pension plan, which was frozen in 2012. The plan covers employees who had become vested in the plan as of the date it was frozen. The Company also assumed a post-retirement benefit plan as a result of the Bay Banker Merger that covers eligible retirees’ medical and life insurance benefits, which was frozen to new employees as of March 1, 2018. The Company accounts for both its pension and post-retirement benefit plans in accordance with ASC 715, Compensation-Retirement Benefits.
(q) Business Segments
The Company has 3 reportable business segments: commercial banking, mortgage banking, and holding company activities. The commercial banking business segment makes loans to and generates deposits from individuals and businesses, while offering a wide array of general banking activities to its customers. It is distinct from the Company's mortgage banking division, which concentrates on individual, wholesale, and participated mortgage lending, and sales activities. Activities at the Universityholding company or parent level are primarily associated with investments, borrowings, and certain noninterest expenses.
(r) Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of VirginiaCredit 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 a cross-functional working group, supported by a third-party consultant, that is implementing 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
67
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 |
|
|
68
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 by the Company. |
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. |
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: 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 Masterrisk rating of Business Administration. Mr. Plumspecial mention or worse, loans that had been previously restructured as a 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.
69
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.
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.
70
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 |
|
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 Certified Public Accountant licensedbusiness 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 of Richmond (“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 interest 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. NaN adjustments have been made to the fair value estimates through December 31, 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 statement of operations for the period stated.
|
|
|
| |
(Dollars in thousands) |
| For the year ended December 31, 2021 |
| |
Loans (1) |
| $ | 1,593 |
|
Time deposits (2) |
|
| 3,146 |
|
FHLB borrowings (3) |
|
| 12 |
|
Subordinated notes (4) |
|
| 171 |
|
CDI (5) |
|
| (1,194 | ) |
Net effect to income before income taxes |
| $ | 3,728 |
|
(1) Loan discount accretion and premium (amortization) is included in interest and fees in the consolidated statements of operations.
(2) Time deposit premium amortization is included in interest on deposits in the consolidated statements of operations.
71
(3) FHLB borrowings premium amortization is included in interest on FHLB and FRB borrowings in the consolidated statements of operations.
(4) Subordinated notes premium amortization is included in the interest on subordinated notes in the consolidated statements of operations.
(5) CDI amortization is included in the intangible amortization in the consolidated statements of operations.
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 2020. Merger-related expenses of $11.9 million and $2.4 million for the years ended December 31, 2021 and 2020, respectively, which are included in the Company’s consolidated statements of operations, 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 statements of operations 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. A federal income tax rate of 21% was used in determining pro forma net income.
|
| For years ended December 31, |
| |||||
(Dollars in thousands, except per share data) |
| 2021 |
|
| 2020 |
| ||
Revenue (net interest income plus noninterest income) |
| $ | 183,226 |
|
| $ | 152,473 |
|
Net income |
|
| 60,956 |
|
|
| 26,107 |
|
Earnings per common share |
|
| 3.32 |
|
|
| 1.42 |
|
Note 4. Investment Securities and Other Investments
Investment securities available for sale are carried on the Company's consolidated balance sheets at fair value. The following table presents amortized cost, fair values, and gross unrealized gains and losses of investment securities at the dates stated.
|
| December 31, 2021 |
| |||||||||||||
(Dollars in thousands) |
| Amortized |
|
| Gross |
|
| Gross |
|
| Fair |
| ||||
Available for sale |
|
|
|
|
|
|
|
|
|
|
|
| ||||
State and municipal |
| $ | 51,341 |
|
| $ | 302 |
|
| $ | (530 | ) |
| $ | 51,113 |
|
U.S. Treasury and agencies |
|
| 65,680 |
|
|
| 0 |
|
|
| (1,614 | ) |
|
| 64,066 |
|
Mortgage backed securities |
|
| 222,968 |
|
|
| 403 |
|
|
| (4,261 | ) |
|
| 219,110 |
|
Corporate bonds |
|
| 38,752 |
|
|
| 808 |
|
|
| (317 | ) |
|
| 39,243 |
|
Total investment securities |
| $ | 378,741 |
|
| $ | 1,513 |
|
| $ | (6,722 | ) |
| $ | 373,532 |
|
|
| December 31, 2020 |
| |||||||||||||
(Dollars in thousands) |
| Amortized |
|
| Gross |
|
| Gross |
|
| Fair |
| ||||
Available for sale |
|
|
|
|
|
|
|
|
|
|
|
| ||||
State and municipal |
| $ | 14,069 |
|
| $ | 258 |
|
| $ | (68 | ) |
| $ | 14,259 |
|
U.S. Treasury and agencies |
|
| 2,500 |
|
|
| 0 |
|
|
| (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 |
|
At December 31, 2021 and 2020, securities with fair values of $8.7 million and $12.5 million, respectively, were pledged to secure public deposits with the Treasury Board of the Commonwealth of Virginia.
At December 31, 2021 and 2020, securities with fair values of $23.1 million and $29.4 million, respectively, were pledged to secure the Bank’s line of credit with the FHLB.
72
The following tables present fair value and gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of the dates stated. The reference point for determining when securities are in an unrealized loss position is period-end; therefore, it is possible that a security's market value exceeded its amortized cost on other days during the past twelve-month period.
|
|
|
|
| December 31, 2021 |
| ||||||||||||||||||||||
|
|
|
|
| Less than 12 Months |
|
| 12 Months or Greater |
|
| Total |
| ||||||||||||||||
(Dollars in thousands) |
| Number of Securities |
|
| Fair |
|
| Unrealized |
|
| Fair |
|
| Unrealized |
|
| Fair |
|
| Unrealized |
| |||||||
State and municipal |
|
| 38 |
|
| $ | 27,905 |
|
| $ | (530 | ) |
| $ | 0 |
|
| $ | 0 |
|
| $ | 27,905 |
|
| $ | (530 | ) |
U.S. Treasury and agencies |
|
| 22 |
|
|
| 64,067 |
|
|
| (1,614 | ) |
|
| 0 |
|
|
| 0 |
|
|
| 64,067 |
|
|
| (1,614 | ) |
Mortgage backed securities |
|
| 54 |
|
|
| 186,924 |
|
|
| (4,257 | ) |
|
| 543 |
|
|
| (4 | ) |
|
| 187,467 |
|
|
| (4,261 | ) |
Corporate bonds |
|
| 11 |
|
|
| 6,770 |
|
|
| (313 | ) |
|
| 996 |
|
|
| (4 | ) |
|
| 7,766 |
|
|
| (317 | ) |
Total |
|
| 125 |
|
| $ | 285,666 |
|
| $ | (6,714 | ) |
| $ | 1,539 |
|
| $ | (8 | ) |
| $ | 287,205 |
|
| $ | (6,722 | ) |
|
|
|
|
| December 31, 2020 |
| ||||||||||||||||||||||
|
|
|
|
| Less than 12 Months |
|
| 12 Months or Greater |
|
| Total |
| ||||||||||||||||
(Dollars in thousands) |
| Number of Securities |
|
| Fair |
|
| Unrealized |
|
| Fair |
|
| Unrealized |
|
| Fair |
|
| Unrealized |
| |||||||
State and municipal |
|
| 6 |
|
| $ | 3,111 |
|
| $ | (68 | ) |
| $ | 0 |
|
| $ | 0 |
|
| $ | 3,111 |
|
| $ | (68 | ) |
U.S. Treasury and agencies |
|
| 1 |
|
|
| 2,410 |
|
|
| (91 | ) |
|
| 0 |
|
|
| 0 |
|
|
| 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 following table presents the amortized cost and fair value of securities available for sale by contractual maturity as of the dates 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.
|
| December 31, 2021 |
| |||||
(Dollars in thousands) |
| Amortized |
|
| Fair |
| ||
Due in one year or less |
| $ | 953 |
|
| $ | 954 |
|
Due after one year through five years |
|
| 25,492 |
|
|
| 25,316 |
|
Due after five years through ten years |
|
| 120,439 |
|
|
| 119,942 |
|
Due after ten years |
|
| 231,857 |
|
|
| 227,320 |
|
Total |
| $ | 378,741 |
|
| $ | 373,532 |
|
Restricted equity investments consisted of stock in the FHLB (carrying basis $1.7 million and $5.8 million at December 31, 2021 and 2020, respectively), FRB stock (carrying basis of $6.1 million and $2.2 million at December 31, 2021 and 2020, respectively), and stock in the Company’s correspondent bank (carrying basis of $468 thousand and $248 thousand at December 31, 2021 and 2020, respectively). Restricted equity investments are carried at cost.
The Company holds various other equity investments, including shares in other financial institutions and fintech companies, totaling $14.2 million and $3.0 million as of December 31, 2021 and 2020, respectively, which are carried at fair value with gain or loss, if any, reported in the consolidated statements of operations each reporting period.
The Company also holds investments in early-stage focused investment funds, small business investment company ("SBIC") funds, and low income housing partnerships, which are reported in other investments on the consolidated balance sheets. Early-stage focused investment funds primarily hold investments in fintech companies or early-stage technology companies that focus on bank offerings.
Management evaluates securities for OTTI on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. No declines in fair value relative to amortized cost were deemed to be OTTI as of and for the years ended December 31, 2021 and 2020.
73
Note 5. Loans and Allowance for Loan Losses
Gary R. Shook
|
| December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
Commercial and industrial |
| $ | 320,827 |
|
| $ | 123,675 |
|
Paycheck Protection Program |
|
| 30,742 |
|
|
| 292,068 |
|
Real estate – construction, commercial |
|
| 146,523 |
|
|
| 54,702 |
|
Real estate – construction, residential |
|
| 58,857 |
|
|
| 18,040 |
|
Real estate – mortgage, commercial |
|
| 701,503 |
|
|
| 273,499 |
|
Real estate – mortgage, residential |
|
| 493,982 |
|
|
| 213,404 |
|
Real estate – mortgage, farmland |
|
| 6,173 |
|
|
| 3,615 |
|
Consumer loans |
|
| 49,877 |
|
|
| 41,962 |
|
Gross loans |
|
| 1,808,484 |
|
|
| 1,020,965 |
|
Less: deferred loan fees, net of costs |
|
| (906 | ) |
|
| (4,271 | ) |
Total |
| $ | 1,807,578 |
|
| $ | 1,016,694 |
|
In 2020, the Company participated in the PPP under 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%, 59, has served3%, 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 December 31, 2021, $18.0 million of PPP 1 loans were outstanding, including those acquired in the Bay Banks Merger.
In 2021 the Company participated in the PPP pursuant to the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, passed into law on December 27, 2020 (“PPP 2”). The PPP 2 was for loan applications received by May 31, 2021. The Company funded over 20,000 PPP 2 loans for approximately $730 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 December 31, 2021, the Company held PPP 2 loans with aggregate principal balances and unamortized fees, net of deferred costs, of $12.7 million and $348 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 directorcomponent of loan yield over the expected life of the loans, which the Company believes is 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, $4.8 million were recognized as a component of interest income for the year ended December 31, 2021. NaN unamortized PPP 1 fees remain as of December 31, 2021. PPP 2 processing fees, net of costs, totaled $43.4 million in 2021, of which $12.5 million were recognized as interest income for the year ended December 31, 2021, and $30.9 million were 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 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. 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
74
payment schedules, and as of December 31, 2021, 15 loans were in deferment for a total of approximately $5.2 million. These loans were not designated as TDRs.
The Company has pledged certain commercial and residential mortgages as collateral for borrowings with the FHLB. Loans totaling $478.3 million and $213.3 million were pledged as of December 31, 2021 and 2020, respectively. Additionally, PPP loans were pledged as collateral for PPPLF advances in the amount of $17.9 million and $281.6 million as of December 31, 2021 and 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.
|
| December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
PCI loans |
|
|
|
|
|
| ||
Outstanding principal balance |
| $ | 97,418 |
|
| $ | 1,278 |
|
Carrying amount |
|
| 84,029 |
|
|
| 1,085 |
|
Purchased performing loans |
|
|
|
|
|
| ||
Outstanding principal balance |
|
| 706,147 |
|
|
| 97,301 |
|
Carrying amount |
|
| 703,333 |
|
|
| 96,317 |
|
Total acquired loans |
|
|
|
|
|
| ||
Outstanding principal balance |
|
| 803,565 |
|
|
| 98,579 |
|
Carrying amount |
|
| 787,362 |
|
|
| 97,402 |
|
The following table presents the changes in the accretable yield for PCI loans for the periods stated.
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
Balance, beginning of period |
| $ | 123 |
|
| $ | 188 |
|
Additions |
|
| 10,030 |
|
|
| 0 |
|
Accretion |
|
| (5,381 | ) |
|
| (56 | ) |
Other changes, net |
|
| 12,077 |
|
|
| (9 | ) |
Balance, end of period |
| $ | 16,849 |
|
| $ | 123 |
|
The following tables present the aging of the recorded investment of loans held for investment as of the dates stated.
|
| December 31, 2021 |
| |||||||||||||||||||||||||||||
(Dollars in thousands) |
| 30-59 |
|
| 60-89 |
|
| Greater |
|
| Nonaccrual |
|
| Total Past |
|
| PCI |
|
| Current |
|
| Total |
| ||||||||
Commercial and industrial |
| $ | 2,338 |
|
| $ | — |
|
| $ | 30 |
|
| $ | 6,066 |
|
| $ | 8,434 |
|
| $ | 8,903 |
|
| $ | 303,490 |
|
| $ | 320,827 |
|
Paycheck Protection Program |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 30,742 |
|
|
| 30,742 |
|
Real estate – construction, commercial |
|
| 271 |
|
|
| — |
|
|
| — |
|
|
| 88 |
|
|
| 359 |
|
|
| 14,754 |
|
|
| 131,410 |
|
|
| 146,523 |
|
Real estate – construction, residential |
|
| 651 |
|
|
| 98 |
|
|
| 279 |
|
|
| 413 |
|
|
| 1,441 |
|
|
| — |
|
|
| 57,416 |
|
|
| 58,857 |
|
Real estate – mortgage, commercial |
|
| 53 |
|
|
| — |
|
|
| — |
|
|
| 3,024 |
|
|
| 3,077 |
|
|
| 51,872 |
|
|
| 646,554 |
|
|
| 701,503 |
|
Real estate – mortgage, residential |
|
| 13,950 |
|
|
| 1,587 |
|
|
| 359 |
|
|
| 5,190 |
|
|
| 21,086 |
|
|
| 7,621 |
|
|
| 465,275 |
|
|
| 493,982 |
|
Real estate – mortgage, farmland |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 6,173 |
|
|
| 6,173 |
|
Consumer |
|
| 902 |
|
|
| 583 |
|
|
| 249 |
|
|
| 396 |
|
|
| 2,130 |
|
|
| 879 |
|
|
| 46,868 |
|
|
| 49,877 |
|
Less: deferred fees, net of costs |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (906 | ) |
|
| (906 | ) |
Total |
| $ | 18,165 |
|
| $ | 2,268 |
|
| $ | 917 |
|
| $ | 15,177 |
|
| $ | 36,527 |
|
| $ | 84,029 |
|
| $ | 1,687,022 |
|
| $ | 1,807,578 |
|
75
|
| December 31, 2020 |
| |||||||||||||||||||||||||||||
(Dollars in thousands) |
| 30-59 |
|
| 60-89 |
|
| Greater |
|
| Nonaccrual |
|
| Total Past |
|
| PCI |
|
| Current |
|
| Total |
| ||||||||
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 |
|
|
| — |
|
|
| 39,979 |
|
|
| 41,962 |
|
Less: deferred loan fees, net of costs |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (4,271 | ) |
|
| (4,271 | ) |
Total |
| $ | 4,147 |
|
| $ | 545 |
|
| $ | 46 |
|
| $ | 6,548 |
|
| $ | 11,286 |
|
| $ | 1,085 |
|
| $ | 1,004,323 |
|
| $ | 1,016,694 |
|
The following tables present the aging of the recorded investment of PCI loans as of the dates stated.
|
| December 31, 2021 |
| |||||||||||||
(Dollars in thousands) |
| 30-89 |
|
| Greater than |
|
| Current |
|
| Total |
| ||||
Commercial and industrial |
| $ | 0 |
|
| $ | — |
|
| $ | 8,903 |
|
| $ | 8,903 |
|
Real estate – construction, commercial |
|
| 0 |
|
|
| 0 |
|
|
| 14,754 |
|
|
| 14,754 |
|
Real estate – mortgage, commercial |
|
| 0 |
|
|
| 0 |
|
|
| 51,872 |
|
|
| 51,872 |
|
Real estate – mortgage, residential |
|
| 147 |
|
|
| 0 |
|
|
| 7,474 |
|
|
| 7,621 |
|
Consumer |
|
| — |
|
|
| 4 |
|
|
| 875 |
|
|
| 879 |
|
Total PCI loans |
| $ | 147 |
|
| $ | 4 |
|
| $ | 83,878 |
|
| $ | 84,029 |
|
|
| December 31, 2020 |
| |||||||||||||
(Dollars in thousands) |
| 30-89 |
|
| Greater than |
|
| Current |
|
| Total |
| ||||
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 |
|
76
The following tables present the allowance for loan losses and the amount of loans evaluated for impairment, individually and collectively, by loan type as of the dates stated.
|
| December 31, 2021 |
| |||||||||||||
(Dollars in thousands) |
| Individually |
|
| Collectively |
|
| Total Loan Balances |
|
| Related Allowance for Loan Losses |
| ||||
PCI loans: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Commercial and industrial |
| $ | — |
|
| $ | 8,903 |
|
| $ | 8,903 |
|
| $ | — |
|
Real estate – construction, commercial |
|
| — |
|
|
| 14,754 |
|
|
| 14,754 |
|
|
| — |
|
Real estate – mortgage, commercial |
|
| — |
|
|
| 51,872 |
|
|
| 51,872 |
|
|
| — |
|
Real estate – mortgage, residential |
|
| — |
|
|
| 7,621 |
|
|
| 7,621 |
|
|
| 117 |
|
Consumer |
|
| — |
|
|
| 879 |
|
|
| 879 |
|
|
| — |
|
Total PCI loans |
|
| — |
|
|
| 84,029 |
|
|
| 84,029 |
|
|
| 117 |
|
Originated and purchased performing loans: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Commercial and industrial |
|
| 4,612 |
|
|
| 307,312 |
|
|
| 311,924 |
|
|
| 2,859 |
|
Real estate – construction, commercial |
|
| 527 |
|
|
| 131,242 |
|
|
| 131,769 |
|
|
| 895 |
|
Real estate – construction, residential |
|
| — |
|
|
| 58,857 |
|
|
| 58,857 |
|
|
| 21 |
|
Real estate – mortgage, commercial |
|
| 3,194 |
|
|
| 646,437 |
|
|
| 649,631 |
|
|
| 4,294 |
|
Real estate – mortgage, residential |
|
| 1,400 |
|
|
| 484,961 |
|
|
| 486,361 |
|
|
| 1,376 |
|
Real estate – mortgage, farmland |
|
| — |
|
|
| 6,173 |
|
|
| 6,173 |
|
|
| 18 |
|
Consumer |
|
| — |
|
|
| 48,998 |
|
|
| 48,998 |
|
|
| 2,541 |
|
Total originated and purchased performing loans |
|
| 9,733 |
|
|
| 1,683,980 |
|
|
| 1,693,713 |
|
|
| 12,004 |
|
Gross loans |
|
| 9,733 |
|
|
| 1,768,009 |
|
|
| 1,777,742 |
|
|
| 12,121 |
|
Less: deferred loan fees, net of costs |
|
| — |
|
|
| (570 | ) |
|
| (570 | ) |
|
| — |
|
Total |
| $ | 9,733 |
|
| $ | 1,767,439 |
|
| $ | 1,777,172 |
|
| $ | 12,121 |
|
|
| December 31, 2020 |
| |||||||||||||
(Dollars in thousands) |
| Individually |
|
| Collectively |
|
| Total Loan Balances |
|
| Related Allowance for Loan Losses |
| ||||
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 |
|
|
| — |
|
Originated and purchased performing loans: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Commercial and industrial |
|
| 234 |
|
|
| 123,441 |
|
|
| 123,675 |
|
|
| 3,762 |
|
Real estate – construction, commercial |
|
| — |
|
|
| 54,667 |
|
|
| 54,667 |
|
|
| 960 |
|
Real estate – construction, residential |
|
| — |
|
|
| 18,040 |
|
|
| 18,040 |
|
|
| 150 |
|
Real estate – mortgage, commercial |
|
| 1,645 |
|
|
| 271,046 |
|
|
| 272,691 |
|
|
| 4,215 |
|
Real estate – mortgage, residential |
|
| 452 |
|
|
| 212,710 |
|
|
| 213,162 |
|
|
| 1,481 |
|
Real estate – mortgage, farmland |
|
| — |
|
|
| 3,615 |
|
|
| 3,615 |
|
|
| 18 |
|
Consumer |
|
| — |
|
|
| 41,962 |
|
|
| 41,962 |
|
|
| 3,241 |
|
Total originated and purchased performing loans |
|
| 2,331 |
|
|
| 725,481 |
|
|
| 727,812 |
|
|
| 13,827 |
|
Gross loans |
|
| 2,331 |
|
|
| 726,566 |
|
|
| 728,897 |
|
|
| 13,827 |
|
Less: deferred loan fees, net of costs |
|
| — |
|
|
| (736 | ) |
|
| (736 | ) |
|
| — |
|
Total |
| $ | 2,331 |
|
| $ | 725,830 |
|
| $ | 728,161 |
|
| $ | 13,827 |
|
77
The tables above exclude PPP loans of $30.7 million and $292.1 million as of December 31, 2021 and 2020, respectively. PPP loans are fully guaranteed by the U.S. government; therefore, the Company recorded no allowance for loan losses for these loans as of December 31, 2021 and 2020.
The following tables present information related to impaired loans by loan type as of and for the periods presented.
|
| December 31, 2021 |
| |||||||||||||||||
(Dollars in thousands) |
| Recorded |
|
| Unpaid |
|
| Related |
|
| Average |
|
| Interest |
| |||||
With no specific allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Real estate – construction, commercial |
| $ | 527 |
|
| $ | 527 |
|
| $ | — |
|
| $ | 535 |
|
| $ | 37 |
|
With an allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Commercial and industrial |
|
| 4,612 |
|
|
| 4,612 |
|
|
| 836 |
|
|
| 4,369 |
|
|
| 260 |
|
Real estate – mortgage, commercial |
|
| 3,194 |
|
|
| 3,849 |
|
|
| 1 |
|
|
| 3,636 |
|
|
| 70 |
|
Real estate – mortgage, residential |
|
| 1,400 |
|
|
| 1,400 |
|
|
| 42 |
|
|
| 700 |
|
|
| 23 |
|
Total |
| $ | 9,733 |
|
| $ | 10,388 |
|
| $ | 879 |
|
| $ | 9,240 |
|
| $ | 390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
| December 31, 2020 |
| |||||||||||||||||
(Dollars in thousands) |
| Recorded |
|
| Unpaid |
|
| Related |
|
| Average |
|
| Interest |
| |||||
With no specific allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Real estate – mortgage, residential |
| $ | 1,645 |
|
| $ | 2,030 |
|
| $ | — |
|
| $ | 2,091 |
|
| $ | 4 |
|
Real estate – mortgage, commercial |
|
| 452 |
|
|
| 571 |
|
|
| — |
|
|
| 538 |
|
|
| 2 |
|
With an allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Commercial and industrial |
|
| 234 |
|
|
| 234 |
|
|
| 144 |
|
|
| 362 |
|
|
| — |
|
Total |
| $ | 2,331 |
|
| $ | 2,835 |
|
| $ | 144 |
|
| $ | 2,991 |
|
| $ | 6 |
|
Impaired loans also include TDRs. There were eight TDRs totaling $1.0 million as of December 31, 2021 compared to two TDRs totaling $142 thousand as of December 31, 2020.
The following table presents an analysis of the change in the allowance for loans losses by loan type as of and for the periods stated.
|
| December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
Allowance for loan losses, beginning of period |
| $ | 13,827 |
|
| $ | 4,572 |
|
Charge-offs: |
|
|
|
|
|
| ||
Commercial and industrial |
| $ | (1,098 | ) |
| $ | (6 | ) |
Real estate – construction |
|
| (195 | ) |
|
| 0 |
|
Real estate – mortgage |
|
| (125 | ) |
|
| (505 | ) |
Consumer loans |
|
| (1,123 | ) |
|
| (994 | ) |
Total charge-offs |
|
| (2,541 | ) |
|
| (1,505 | ) |
Recoveries: |
|
|
|
|
|
| ||
Commercial and industrial |
|
| 196 |
|
|
| 41 |
|
Real estate – mortgage |
|
| 98 |
|
|
| 8 |
|
Consumer loans |
|
| 424 |
|
|
| 261 |
|
Total recoveries |
|
| 718 |
|
|
| 310 |
|
Net charge-offs |
|
| (1,823 | ) |
|
| (1,195 | ) |
Provision for loan losses |
|
| 117 |
|
|
| 10,450 |
|
Allowance for loan losses, end of period |
| $ | 12,121 |
|
| $ | 13,827 |
|
78
The Company categorizes loans into risk categories based on relevant information about the expected ability of borrowers to service their debt, such as current financial information, historical payment experience, collateral adequacy, credit documentation, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis typically includes larger, non-homogeneous loans such as commercial real estate and commercial and industrial loans. This analysis is performed on an ongoing basis as new information is obtained. The Company uses the following definitions for risk ratings:
Risk Grade 1 – Strong: This grade is reserved for loans to the strongest of borrowers. These loans are to individuals or corporations that are well known to the Bank and are always secured with an almost guaranteed source of repayment such as a lien on a bank deposit account. Character, credit history, and ability of individuals or company principals are excellent and unquestioned. Source of income and industry of borrower appears stable. High liquidity, minimum risk, good ratios, and low handling cost are present.
Risk Grade 2 – Minimal: This grade is reserved for loans to borrowers who are deemed exceptionally strong. These loans are within guidelines and where the borrowers have documented significant overall financial strength. These loans have excellent sources of repayment, significant balance sheet liquidity, no significant identifiable risk of collection, and conform in all respects to policy, guidelines, underwriting standards, and federal and state regulations (no exceptions of any kind).
Risk Grade 3 – Acceptable: This grade is reserved for loans to borrowers who are deemed strong. These loans have adequate sources of repayment, with little identifiable risk of collection. Generally, loans assigned this risk grade will demonstrate the following characteristics: (1) conformity in all respects with policy, guidelines, underwriting standards, and federal and state regulations (no exceptions of any kind), (2) documented historical cash flow that meets or exceeds required minimum guidelines, or that can be supplemented with verifiable cash flow from other sources, and (3) adequate secondary sources to liquidate the debt.
Risk Grade 4 – Satisfactory: This grade is given to satisfactory loans containing more risk than Risk Grade 3 loans. These loans have adequate sources of repayment, with little identifiable risk of collection. Loans assigned this risk grade will demonstrate the following characteristics: (1) general conformity to the Bank's underwriting requirements, with limited exceptions to policy, product, or underwriting guidelines. All exceptions noted have documented mitigating factors that offset any additional risk associated with the exceptions noted, (2) documented historical cash flow that meets or exceeds required minimum guidelines, or that can be supplemented with verifiable cash flow from other sources, and (3) adequate secondary sources to liquidate the debt, including combinations of liquidity, liquidation of collateral, or liquidation value to the net worth of the borrower or guarantor.
Risk Grade 5 – Watch: This grade is for satisfactory loans containing acceptable but elevated risk. These loans are characterized by borrowers who have a marginal cash flow, marginal profitability, or have experienced an unprofitable year and declining financial condition. The borrower's management may be deemed to be satisfactory, the collateral securing the loan may create a loan-to-value ratio in excess of 90%, the debt service coverage ratio and global debt service coverage are unstable but mostly positive, and/or guarantor support, if any, is inadequate. Loans classified as Watch warrant additional monitoring by management.
Risk Grade 6 – Special Mention: This grade is for loans that have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the Bank's credit position at some future date. Special Mention loans are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Special mention credits typically exhibit underwriting guideline tolerances and/or exceptions with no mitigating factors, or emerging weaknesses that may or may not be cured as time passes.
Risk Grade 7 – Substandard: A substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt; they are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Loans consistently not meeting the repayment schedule should be downgraded further to substandard. Loans in this category are characterized by deterioration in quality exhibited by any number of well-defined weaknesses requiring corrective action. The weaknesses may include, but are not limited to: (1) high debt to worth ratios, (2) declining or negative earnings trends, (3) declining or inadequate liquidity, (4) improper loan structure, (5) questionable repayment sources, (6) lack of well-defined secondary repayment source, and (7) unfavorable competitive comparisons. Such
79
loans are no longer considered to be adequately protected due to the borrower's declining net worth, lack of earnings capacity, declining collateral margins, and/or unperfected collateral positions. A possibility of loss of a portion of the loan balance cannot be ruled out. The repayment ability of the borrower is marginal or weak and the loan may have exhibited excessive overdue status or extensions and/or renewals.
Risk Grade 8 – Doubtful: Loans classified doubtful have all the weaknesses inherent in loans classified substandard, plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. However, these loans are not yet rated as loss because certain events may occur which would salvage the Bank's position, which can include, but not limited to (1) an injection of capital, (2) alternative financing, and (3) liquidation of assets or the pledging of additional collateral. Doubtful is a temporary grade where a loss is expected, but is presently not quantified with any degree of accuracy. Once the loss position is determined, the amount is charged off against the allowance for loan losses.
Risk Grade 9 – Loss: Loans classified loss are considered uncollectable and of such little value that their continuance as assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer charging off the worthless loan, even though partial recovery may be effected in the future. Probable loss portions of doubtful loans are charged off promptly against the allowance for loan losses.
80
There were no loans classified as doubtful or loss at December 31, 2021 and December 31, 2020.
The following tables present the Company's loan portfolio (PCI and originated and purchased performing) by internal loan grades as of the dates stated. PPP loans are risk graded strong because they are fully guaranteed by the U.S. government.
|
| December 31, 2021 |
| |||||||||||||||||||||||||||||
(Dollars in thousands) |
| Grade |
|
| Grade |
|
| Grade |
|
| Grade |
|
| Grade |
|
| Grade |
|
| Grade |
|
| Total |
| ||||||||
PCI loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Commercial and industrial |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 1,567 |
|
| $ | 2,818 |
|
| $ | 2,748 |
|
| $ | 1,770 |
|
| $ | 8,903 |
|
Real estate – construction, commercial |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,423 |
|
|
| — |
|
|
| 11,010 |
|
|
| 1,321 |
|
|
| 14,754 |
|
Real estate – mortgage, commercial |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,642 |
|
|
| 3,892 |
|
|
| 33,487 |
|
|
| 11,851 |
|
|
| 51,872 |
|
Real estate – mortgage residential |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 142 |
|
|
| 1,657 |
|
|
| 2,709 |
|
|
| 3,113 |
|
|
| 7,621 |
|
Consumer loans |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 388 |
|
|
| 481 |
|
|
| 10 |
|
|
| 879 |
|
Total PCI loans |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 6,774 |
|
|
| 8,755 |
|
|
| 50,435 |
|
|
| 18,065 |
|
|
| 84,029 |
|
Originated and purchased performing loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Commercial and industrial |
|
| 291 |
|
|
| 560 |
|
|
| 156,519 |
|
|
| 133,738 |
|
|
| 11,256 |
|
|
| 3,180 |
|
|
| 6,380 |
|
|
| 311,924 |
|
Paycheck Protection Program |
|
| 30,742 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 30,742 |
|
Real estate – construction, commercial |
|
| — |
|
|
| 412 |
|
|
| 28,973 |
|
|
| 91,900 |
|
|
| 7,995 |
|
|
| 1,846 |
|
|
| 643 |
|
|
| 131,769 |
|
Real estate – construction, residential |
|
| — |
|
|
| — |
|
|
| 14,610 |
|
|
| 40,418 |
|
|
| 3,416 |
|
|
| — |
|
|
| 413 |
|
|
| 58,857 |
|
Real estate – mortgage, commercial |
|
| — |
|
|
| 2,382 |
|
|
| 307,067 |
|
|
| 283,165 |
|
|
| 34,750 |
|
|
| 17,133 |
|
|
| 5,134 |
|
|
| 649,631 |
|
Real estate – mortgage residential |
|
| 990 |
|
|
| 9,218 |
|
|
| 276,992 |
|
|
| 180,980 |
|
|
| 11,107 |
|
|
| 974 |
|
|
| 6,100 |
|
|
| 486,361 |
|
Real estate – mortgage, farmland |
|
| 340 |
|
|
| — |
|
|
| 1,067 |
|
|
| 4,766 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 6,173 |
|
Consumer loans |
|
| 262 |
|
|
| 3 |
|
|
| 16,920 |
|
|
| 30,691 |
|
|
| 542 |
|
|
| — |
|
|
| 580 |
|
|
| 48,998 |
|
Total originated and purchased performing loans: |
|
| 32,625 |
|
|
| 12,575 |
|
|
| 802,148 |
|
|
| 765,658 |
|
|
| 69,066 |
|
|
| 23,133 |
|
|
| 19,250 |
|
|
| 1,724,455 |
|
Gross loans |
| $ | 32,625 |
|
| $ | 12,575 |
|
| $ | 802,148 |
|
| $ | 772,432 |
|
| $ | 77,821 |
|
| $ | 73,568 |
|
| $ | 37,315 |
|
| $ | 1,808,484 |
|
Less: deferred loan fees, net of costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (906 | ) | |||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 1,807,578 |
| |||||||
81
|
| December 31, 2020 |
| |||||||||||||||||||||||||||||
(Dollars in thousands) |
| Grade |
|
| Grade |
|
| Grade |
|
| Grade |
|
| Grade |
|
| Grade |
|
| Grade |
|
| Total |
| ||||||||
PCI loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Commercial and industrial |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
Real estate – construction, commercial |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 35 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 35 |
|
Real estate – mortgage, commercial |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 93 |
|
|
| 715 |
|
|
| 808 |
|
Real estate – mortgage residential |
|
| — |
|
|
| — |
|
|
| 40 |
|
|
| 46 |
|
|
| 121 |
|
|
| 35 |
|
|
| — |
|
|
| 242 |
|
Total PCI loans |
|
| — |
|
|
| — |
|
|
| 40 |
|
|
| 81 |
|
|
| 121 |
|
|
| 128 |
|
|
| 715 |
|
|
| 1,085 |
|
Originated and purchased performing loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
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 |
|
|
| 26,289 |
|
|
| 5,916 |
|
|
| 218 |
|
|
| 577 |
|
|
| 54,667 |
|
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 |
|
|
| 2,875 |
|
|
| 6,883 |
|
|
| 272,691 |
|
Real estate – mortgage residential |
|
| — |
|
|
| 3,583 |
|
|
| 101,038 |
|
|
| 100,555 |
|
|
| 5,629 |
|
|
| 123 |
|
|
| 2,234 |
|
|
| 213,162 |
|
Real estate – mortgage, farmland |
|
| 444 |
|
|
| — |
|
|
| 1,175 |
|
|
| 1,996 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,615 |
|
Consumer loans |
|
| 324 |
|
|
| 36 |
|
|
| 17,062 |
|
|
| 23,311 |
|
|
| 521 |
|
|
| 1 |
|
|
| 707 |
|
|
| 41,962 |
|
Total originated and purchased performing loans: |
|
| 293,680 |
|
|
| 10,240 |
|
|
| 293,863 |
|
|
| 361,303 |
|
|
| 41,574 |
|
|
| 3,221 |
|
|
| 15,999 |
|
|
| 1,019,880 |
|
Gross loans |
| $ | 293,680 |
|
| $ | 10,240 |
|
| $ | 293,903 |
|
| $ | 361,384 |
|
| $ | 41,695 |
|
| $ | 3,349 |
|
| $ | 16,714 |
|
| $ | 1,020,965 |
|
Less: deferred loan fees, net of costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (4,271 | ) | |||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 1,016,694 |
| |||||||
82
Note 6. Premises and Equipment, net
The following table presents premises and equipment, net of accumulated depreciation, as of the dates stated.
|
| December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
Buildings and land |
| $ | 25,517 |
|
| $ | 13,925 |
|
Furniture, fixtures and equipment |
|
| 6,191 |
|
|
| 3,945 |
|
Software |
|
| 373 |
|
|
| 325 |
|
Construction in progress |
|
| 41 |
|
|
| 0 |
|
Total cost |
|
| 32,122 |
|
|
| 18,195 |
|
Less: Accumulated depreciation |
|
| (5,461 | ) |
|
| (3,364 | ) |
Premises and equipment, net |
| $ | 26,661 |
|
| $ | 14,831 |
|
Depreciation expense for the years ended December 31, 2021 and 2020 was $2.0 million and $951 thousand, respectively. Software amortization expense for the years ended December 31, 2021 and 2020 was $137 thousand and $55 thousand, respectively.
83
Note 7. Goodwill and Other Intangible Assets
As of December 31, 2021 and 2020, goodwill totaled $26.8 million and $19.6 million, respectively.
The following tables present information on amortizable intangible assets included on the consolidated balance sheets as of the dates stated.
|
| Gross |
|
|
|
|
| Net |
| |||
(Dollars in thousands) |
| Carrying |
|
| Accumulated |
|
| Carrying |
| |||
December 31, 2021 |
| Value |
|
| Amortization |
|
| Value |
| |||
Core deposit intangibles |
| $ | 9,626 |
|
| $ | (2,908 | ) |
| $ | 6,718 |
|
Other amortizable intangibles |
|
| 2,659 |
|
|
| (1,635 | ) |
|
| 1,024 |
|
Total |
| $ | 12,285 |
|
| $ | (4,543 | ) |
| $ | 7,742 |
|
|
|
|
|
|
|
|
|
|
| |||
|
| 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 |
|
| 2,187 |
|
|
| (1,016 | ) |
|
| 1,171 |
|
Total |
| $ | 4,963 |
|
| $ | (2,382 | ) |
| $ | 2,581 |
|
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.
Intangible amortization expense is included in noninterest expense or interest and fees on loans in the consolidated statements of operations depending on the intangible. For the years ended December 31, 2021 and 2020, intangible amortization expense totaled $1.9 million and $825 thousand, respectively.
The following table presents estimated intangible asset amortization expense of the core deposit intangibles and other amortizable intangibles for the next five years and thereafter from the date stated.
(Dollars in thousands) |
| December 31, 2021 |
| |
2022 |
| $ | 1,808 |
|
2023 |
|
| 1,455 |
|
2024 |
|
| 1,251 |
|
2025 |
|
| 1,050 |
|
2026 |
|
| 864 |
|
Thereafter |
|
| 1,314 |
|
Total |
| $ | 7,742 |
|
Included in other amortizable intangibles were loan servicing assets of $362 thousand and $209 thousand as of December 31, 2021 and 2020, respectively, related to the sale of the government guaranteed portion of certain loans that the Company continues to service. Loan servicing assets of $266 thousand and $189 thousand were added during the years ended December 31, 2021 and 2020, respectively. The amortization of these intangibles is included in interest and fees on loans in the consolidated statement of operations.
The Company retains MSR assets on mortgages originated and sold to the secondary market. As of December 31, 2021 and 2020, the carrying value of MSR assets included in the consolidate balance sheets were $16.5 million and $7.1 million, respectively.
84
Note 8. Deposits
The aggregate amount of time deposits, with a minimum denomination of $250 thousand, were $144.8 million and $95.7 million as of December 31, 2021 and 2020, respectively.
The following table presents the scheduled maturities of time deposits, with a minimum denomination of $250 thousand, for the next five years and thereafter from the date stated were as follows.
(Dollars in thousands) |
| December 31, 2021 |
| |
2022 |
| $ | 92,974 |
|
2023 |
|
| 15,340 |
|
2024 |
|
| 25,763 |
|
2025 |
|
| 2,175 |
|
2026 |
|
| 8,590 |
|
Total |
| $ | 144,842 |
|
Brokered deposits totaled $53.7 million and $33.9 million at December 31, 2021 and 2020, respectively. Additionally, deposits obtained through a certificate of deposit listing service totaled $8.4 million and $14.8 million as of December 31, 2021 and 2020, respectively.
Note 9. Borrowings
FHLB Borrowings
The Bank has a line of credit from the FHLB of $358.1 million at December 31, 2021, secured by pledged qualifying real estate loans and certain 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. The Bank had borrowings from the FHLB that totaled $10.0 million and $115.0 million at December 31, 2021 and 2020, respectively. The interest rates on the borrowings for 2021 and 2020 ranged from 0.22% to 0.56% depending on structure and maturity. The $10.0 million FHLB advance outstanding as of December 31, 2021 has a maturity date of February 28, 2030. FHLB borrowings required the Bank to hold $1.7 million and $5.8 million of FHLB stock as of December 31, 2021 and 2020, respectively, which is included in restricted and other equity investments on the consolidated balance sheets.
At December 31, 2021, 1-4 family residential loans classified as held for investment with a lendable value of $162.6 million, multi-family residential loans with a lendable value of $31.4 million, commercial real estate loans with a lendable value of $109.1 million, 1-4 family residential loans held for sale with a lendable value of $32.9 million, and securities with a lendable value of $22.0 million were pledged against the available line of credit with the FHLB. The Bank also has letters of credit with the FHLB in the amount of $85.0 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 $263.1 million as of December 31, 2021.
FRB Borrowings
In the second quarter of 2020, the Company began participating in the 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 December 31, 2021, FRB borrowings under the PPPLF were $17.9 million with maturities ranging from 1.0 years to 3.5 years. 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 totaling $44.0 million at December 31, 2021 and $38.0 million at December 31, 2020, available for overnight borrowing. These lines bear interest at the
85
prevailing rates for such loans and are cancellable any time by the correspondent bank. At December 31, 2021 and 2020, 0ne of these lines of credit with correspondent banks were drawn upon.
Subordinated Notes
The Company had $40.0 million and $24.5 million of subordinated notes, net, outstanding as of December 31, 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 was composed of a $25 million issuance in October 2019 and maturing October 15, 2029 (the “2029 Bay Banks Notes”) and a $7 million issuance in May 2015 and maturing May 28, 2025 (the “2025 Bay Banks Notes”).
The 2029 Bay Banks 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 2029 Bay Banks Notes are unsecured, subordinated obligations of the Company since 2019 and as Chief Operating Officerrank 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 December 31, 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 year ended December 31, 2021, the effective interest rate on the 2029 Bay Banks Notes was 4.73% inclusive of the amortization of the purchase accounting adjustment (premium).
The 2025 Bay Banks Notes had interest payable on the first of March and September of each year, at a fixed interest rate of 6.50% per year. The 2025 Bay Banks Notes were redeemable in whole or in part, without premium or penalty, at any interest payment date at the option of the Company. The Company exercised its right to redeem the 2025 Bay Banks Notes in the third quarter of 2021 and repaid the 2025 Bay Banks Notes in full.
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 since April 2018. Mr. Shook has beenand ranks junior in right of payment to the PresidentCompany’s existing and Chief Banking Officerfuture 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 Bank since April 2018. He previously served2030 Note, including capitalized, unamortized debt issuance costs, was $14.7 million as of December 31, 2021. For the year ended December 31, 2021, the effective interest rate on the 2020 Note was 6.12%.
On November 20, 2015, the Company issued an aggregate of $10.0 million of subordinated notes with a directormaturity date of Access National Bank and Access National Corporation (“Access”December 1, 2025 (the “2025 Notes”), President. The 2025 Notes were redeemable in part or in full at any interest payment date on or after December 1, 2020, at the option of the Middleburg Bank Division, ChairmanCompany. The Company exercised its right to redeem the 2025 Notes in the second quarter of 2021 and Chief Executive Officerrepaid the 2025 Notes in full.
86
Note 10. Derivative Financial Instruments and Hedging Activities
The Company enters into interest rate swap agreements to accommodate the needs of Middleburg Investment Group,its banking customers. The Company mitigates the interest rate risk entering into these swap agreements by entering into equal and Chairman of Middleburg Trust Company from April 2017 to April 2018. From May 2010 until Middleburg Financial Corporation (“Middleburg”) mergedoffsetting swap agreements with Accessa highly rated third-party financial institution. These back-to-back swap agreements are free-standing derivatives and are recorded at fair value in April 2017, Mr. Shook served as Presidentthe Company’s consolidated balance sheets (asset positions are included in other assets and Chief Executive Officerliability positions are included in other liabilities).
The following table presents the notational and as a director of Middleburg. Prior to joining Middleburg, he was Senior Vice President of Fauquier Bankshares, Inc. Mr. Shook has served as a directorfair values of the Loudoun County Chamberswap agreements for the dates stated.
|
| December 31, 2021 |
| |||||
(Dollars in thousands) |
| Notional |
|
| Fair |
| ||
Interest rate swap agreement |
|
|
|
|
|
| ||
Receive fixed/pay variable swaps |
| $ | 2,052 |
|
| $ | 199 |
|
Pay fixed/receive variable swaps |
|
| 2,052 |
|
|
| (199 | ) |
|
|
|
|
|
|
| ||
|
| December 31, 2020 |
| |||||
(Dollars in thousands) |
| Notional |
|
| Fair |
| ||
Interest rate swap agreement |
|
|
|
|
|
| ||
Receive fixed/pay variable swaps |
| $ | 2,145 |
|
| $ | 185 |
|
Pay fixed/receive variable swaps |
|
| 2,145 |
|
|
| (185 | ) |
The Company entered into various interest rate swaps in 2020 and 2019, the objective of Commerce, Vice Chairmanwhich was to hedge the risk of variability in the cash flows attributable to changes in the 3-month LIBOR benchmark rate component of forecasted 3-month fixed rate funding advances from the FHLB. The hedging objective was to reduce the interest rate risk associated with the Company’s fixed rate advances from the designation date and through the maturity date. During the fourth quarter of 2021, the Company terminated these cash flow hedges and recognized a gain of $6.2 million, which is included in noninterest income in the consolidated statements of operations. In connection with the termination of the Fauquier Chamber of Commerce, Chairman of the Bluemont Concert Series, President of the Rotary Club of Warrenton and Senior Warden and Vestryman of St. James’ Episcopal Church. He serves as a director and is a past Chairman of the Virginia Bankers Association. He is Chairman of the Government Relations Committee of the Virginia Bankers Association and chairs the American Bankers Association’s Voter Education Fund. He is a Trustee and member of the Executive Committee of the Virginia Foundation for Independent Colleges, and a director and Audit Chair of Shrine Mont, The Cathedral Shrine of the Transfiguration and Conference Center. Mr. Shook currently serves as President of the Charlottesville chapter of CAV Angels, an association of University of Virginia alumni interested in early cycle investments. Mr. Shook holds a Bachelor of Arts degree from the University of Virginia.
Mark W. Sisk, 59, joined the board ofcash flow hedges, the Company followingrepaid $115.0 million of FHLB advances that were associated with these hedges.
As part of its acquisitionefforts to sell originated government guaranteed and conventional residential mortgages into the secondary market, the Bank had entered into $64.8 million and $154.3 million of VCBrate lock commitments with borrowers, net of expected fallout, as of December 31, 2021 and 2020, respectively, and $113.6 million and $97.1 million of closed loan inventory waiting for sale, which were hedged by $169.5 million and $225.0 million in forward TBA mortgage-backed securities as of December 2019. He will stand for election31, 2021 and 2020, respectively. Mortgage derivative assets totaled $1.9 million and $5.3 million as of December 31, 2021 and 2020, respectively, and mortgage derivative liabilities, which are included in other liabilities on the consolidated balance sheets, were $75 thousand and $1.6 million as of December 31, 2021 and 2020, respectively.
Note 11. Employee Benefit Plans
The Company has a 401(k) plan that covers eligible employees (the "401(k) Plan"). Employees may make voluntary contributions subject to certain limits based on federal tax laws. The Bank contributes a matching contribution equal to 100% of an employee's contribution up to 5% of his or her elective deferral. This matching contribution is subject to a vesting schedule of six years. For the years ended December 31, 2021 and 2020, total expenses attributable to the 401(k) Plan were $2.5 million and $1.2 million, respectively.
The Company has an Employee Stock Ownership Plan (the “ESOP”) that covers eligible employees. Contributions to the ESOP are made at the Company’s 2020 Annual Meeting of Shareholders for atwo-year term. Since 1999, Mr. Sisk has been President and Owner of Curtis Brokerage Services located in Fredericksburg, Virginia. Curtis Brokerage Services is a brokerage firm for trucking/motor freight transportation. Mr. Sisk holds a business degree from Virginia Commonwealth University and has previously been professionally licensed to sell Series 6 securities, property, casualty and life insurance as well as real estate.
Class III Directors (Term Expiring 2020)
John H.H. Graves, 59, has served as a director of the Company since 2010. Mr. Graves has served as the President, Chief Executive Officer and Chairmandiscretion of the board of directors and may include both the matching component to employees’ elective deferrals into the 401(k) Plan and discretionary profit contributions. Contributions from the Company are subject to a vesting schedule of six years. The ESOP held 192,066 and 156,087 total shares of Company common stock at December 31, 2021 and December 31, 2020, respectively. All shares issued to and held by the ESOP are considered outstanding in the computation of EPS.
87
The Company assumed the Bay Banks of Virginia, Inc. ESOP pursuant to the Bay Banks Merger (the "Bay Banks ESOP"). The Bay Banks ESOP remained a separate plan from the ESOP after the Bay Banks Merger, and no new participants were permitted to the Bay Banks ESOP beginning with the effective date of the Luray Caverns Corporation since 2008, after previously serving the company in various leadership roles. Mr. Graves served 26 yearsmerger. The Bay Banks ESOP held 361,500 total shares of Company common stock at December 31, 2021, which were considered outstanding in the computation of EPS.
In the Bay Banks Merger, the Company assumed a non-contributory, cash balance defined benefit pension plan (the “Pension Plan”) for employees who were vested in the plan as of December 31, 2012, the date the plan was frozen (i.e., curtailed). Each participant’s account balance grows based on monthly interest credits. The Pension Plan is partially funded by assets invested for the benefit of the plan participants. The Pension Plan assets are held by a third-party qualified trust and are not included in the Company’s consolidated balance sheets. The Company made contributions totaling $703 thousand to the Pension Plan for the 2021 plan year. The accumulated benefit obligation for the Pension Plan was $1.1 million as of December 31, 2021. The funded assets for the Pension Plan, included in other assets in the Company’s consolidated balance sheets, were $10 thousand as of December 31, 2021. In 2021, the Company began the process of terminating the Pension Plan, which would result in the liquidation of plan assets and the complete settlement of the benefit obligation owed to all remaining participants. The termination of the Pension Plan is contingent on Company obtaining certain regulatory approvals, including from the Internal Revenue Service. The Company anticipates that the termination will be effective during 2022.
The Pension Plan sponsor selects the assumption for the expected long-term rate of return on assets held by the qualified trust in consultation with its investment advisors and actuary. This rate is intended to reflect the average rate of earnings expected to be earned on the funds invested or to be invested to provide plan benefits. Historical performance is reviewed, especially with respect to real rates of return (i.e., net of inflation), for the major asset classes held or anticipated to be held by the qualified trust and for the qualified trust itself. Undue weight is not given to recent experience that may not continue over the measurement period, with higher significance placed on current forecasts of future long-term economic conditions.
Because assets are held in a qualified trust, anticipated returns are not reduced for taxes. Further, solely for this purpose, the Pension Plan is assumed to continue in force and not terminate during the period during which assets are invested. However, consideration is given to the potential impact of current and future investment policy, cash flow into and out of the qualified trust, and expenses (both investment and non-investment) typically paid from the Pension Plan’s assets (to the extent such expenses are not explicitly estimated within periodic cost).
The qualified trust assets are sufficiently diversified to maintain a reasonable level of risk without imprudently sacrificing return. The investment manager of the qualified trust selects investment fund managers with demonstrated experience and expertise and funds with demonstrated historical performance for the implementation of the plan’s investment strategy. The qualified trust assets are not included in the Company’s consolidated balance sheets as of December 31, 2021 and are considered Level 1 from a fair value hierarchy perspective.
The following table presents the Pension Plan’s assets by asset type as of the dates stated.
|
| December 31, 2021 |
| |||||
|
| Amount |
|
| % |
| ||
Mutual funds - equity |
| $ | 869 |
|
|
| 75 | % |
Mutual funds - fixed income |
|
| 290 |
|
|
| 25 | % |
Total |
| $ | 1,159 |
|
|
| 100 | % |
In the Bay Banks Merger, the Company also assumed a post-retirement benefit plan (the “PRB Plan”) covering retirees who were age 55 with 10 years of service or age 65 with five years of service prior to March 1, 2018, when the plan was curtailed. The PRB Plan provides coverage toward a retiree’s eligible medical and life insurance benefits. The PRB Plan is unfunded and benefits are expensed as incurred. The Company expects to make no contributions to the PRB Plan in future periods. The accumulated (unfunded) benefit obligation for the PRB Plan was $52 thousand as of December 31, 2021.
The following table provides a reconciliation of changes in the accumulated benefit obligations and fair value of qualified trust assets (Pension Plan only) and a statement of funded (unfunded) status for the Pension Plan and the PRB Plan as of and for the period stated.
88
|
| December 31, 2021 |
| |||||
|
| Pension Plan |
|
| PRB Plan |
| ||
Change in benefit obligation |
|
|
|
|
|
| ||
Benefit obligation, beginning of year |
| $ | 0 |
|
| $ | 0 |
|
Assumed in business combination |
|
| 2,041 |
|
|
| 65 |
|
Service cost |
|
| 0 |
|
|
| 0 |
|
Interest cost |
|
| 45 |
|
|
| 2 |
|
Actuarial loss (gain) |
|
| 34 |
|
|
| (9 | ) |
Benefit payments |
|
| (971 | ) |
|
| (6 | ) |
Settlement (gain) loss |
|
| 0 |
|
|
| 0 |
|
Benefit obligation, end of year |
|
| 1,149 |
|
|
| 52 |
|
Change in plan assets |
|
|
|
|
|
| ||
Fair value of plan assets, beginning of year |
|
| 0 |
|
|
| 0 |
|
Acquired in business combination |
|
| 1,330 |
|
|
| 0 |
|
Actual return on plan assets |
|
| 97 |
|
|
| 0 |
|
Employer contributions |
|
| 703 |
|
|
| 6 |
|
Benefits payments |
|
| (971 | ) |
|
| (6 | ) |
Fair value of plan assets, end of year |
|
| 1,159 |
|
|
| 0 |
|
Funded (unfunded) status, end of year |
| $ | 10 |
|
| $ | (52 | ) |
|
|
|
|
|
|
| ||
|
| For the year ended December 31, 2021 |
| |||||
|
| Pension Plan |
|
| PRB Plan |
| ||
Amounts recognized in accumulated other comprehensive loss (income) |
|
|
|
|
|
| ||
Net loss (gain) |
| $ | 11 |
|
| $ | (9 | ) |
Prior service cost |
|
| 0 |
|
|
| 0 |
|
Net obligation at transition |
|
| 0 |
|
|
| 0 |
|
Amount recognized |
| $ | 11 |
|
| $ | (9 | ) |
Components of net periodic benefit (gain) cost |
|
|
|
|
|
| ||
Service cost |
| $ | 0 |
|
| $ | 0 |
|
Interest cost |
|
| 45 |
|
|
| 2 |
|
Expected return on plan assets |
|
| (73 | ) |
|
| — |
|
Amortization of prior service cost |
|
| 0 |
|
|
| 0 |
|
Amortization of net obligation at transition |
|
| 0 |
|
|
| 0 |
|
Recognized net loss due to settlement |
|
| 0 |
|
|
| 0 |
|
Recognized net actuarial loss |
|
| 0 |
|
|
| 0 |
|
Net periodic benefit (gain) cost |
|
| (28 | ) |
|
| 2 |
|
Other changes in plan assets and benefit obligations recognized in accumulated other comprehensive (income) loss |
|
|
|
|
|
| ||
Net loss (gain) |
|
| 11 |
|
|
| (9 | ) |
Amortization of prior service cost |
|
| 0 |
|
|
| 0 |
|
Amortization of net obligation at transition |
|
| 0 |
|
|
| 0 |
|
Total recognized in other comprehensive loss (income) |
|
| 11 |
|
|
| (9 | ) |
Total recognized in net periodic benefit cost and other comprehensive |
| $ | (17 | ) |
| $ | (7 | ) |
89
The following table presents the assumptions used in the valuation of and disclosures for the Pension Plan and the PRB Plan for the period stated.
|
| December 31, 2021 |
| |||||
|
| Pension Plan |
|
| PRB Plan |
| ||
Discount rate used for net periodic pension cost |
|
| 2.75 | % |
|
| 2.50 | % |
Discount rate used for disclosure (range) |
| 1.02% - 3.08% |
|
|
| 2.75 | % | |
Expected return on plan assets |
|
| 7.25 | % |
| N/A |
| |
Rate of compensation increase |
| N/A |
|
| N/A |
| ||
Rate of compensation increase for net periodic |
| N/A |
|
| N/A |
| ||
Expected future interest crediting rate |
|
| 3.00 | % |
| N/A |
| |
The following table presents the expected benefit payments to be made from the Pension Plan and PRB Plan for the periods following the date stated.
|
| December 31, 2021 |
| |||||
|
| Pension Plan |
|
| PRB Plan |
| ||
2022 |
| $ | 1,149 |
|
| $ | 6 |
|
2023 |
|
| — |
|
|
| 6 |
|
2024 |
|
| — |
|
|
| 5 |
|
2025 |
|
| — |
|
|
| 5 |
|
2026 |
|
| — |
|
|
| 5 |
|
2027 - 2031 |
|
| — |
|
|
| 28 |
|
Note 12. Stock-Based Compensation
The Company has granted restricted stock awards ("RSA") to employees and directors under the Blue Ridge Bankshares, Inc. Equity Incentive Plan. RSAs are considered fixed awards as the number of shares and fair value is known at the date of grant, and the fair value of the award at the grant date is amortized over the requisite service period, which is generally three years. Compensation expense recognized in the consolidated statements of operations related to RSAs, net of forfeitures, for the years ended December 31, 2021 and 2020 was $1.3 million and $567 thousand, respectively. Unrecognized compensation expense related to the restricted stock awards as of December 31, 2021 totaled $2.5 million.
The following table presents RSA activity as of and for the periods stated.
|
| Shares |
|
| Weighted Average Fair Value per RSA |
| ||
RSA unvested and outstanding, January 1, 2020 |
|
| 94,762 |
|
| $ | 12.17 |
|
Granted |
|
| 120,429 |
|
|
| 10.41 |
|
Vested |
|
| (36,216 | ) |
|
| 12.14 |
|
Forfeited |
|
| (30,375 | ) |
|
| 12.43 |
|
RSA unvested and outstanding, December 31, 2020 |
|
| 148,600 |
|
| $ | 10.70 |
|
Granted |
|
| 174,634 |
|
|
| 17.35 |
|
Vested |
|
| (85,037 | ) |
|
| 12.28 |
|
Forfeited |
|
| (20,013 | ) |
|
| 13.45 |
|
RSA unvested and outstanding, December 31, 2021 |
|
| 218,184 |
|
| $ | 15.15 |
|
The Company converted fully vested options to purchase 198,362 shares of Bay Banks common stock into options to purchase 99,176 shares (148,758 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 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.
90
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 following table presents stock option activity for the periods presented.
|
| Shares |
|
| Weighted Average Exercise Price |
|
| Weighted |
|
| Aggregate Intrinsic |
| ||||
Options outstanding and exercisable, January 1, 2021 |
|
| 0 |
|
|
| 0 |
|
|
| — |
|
|
| — |
|
Assumed in Bay Banks Merger |
|
| 148,758 |
|
| $ | 9.89 |
|
|
| 5.47 |
|
|
|
| |
Granted |
|
| — |
|
|
| — |
|
|
|
|
|
|
| ||
Forfeited |
|
| (808 | ) |
|
| 13.80 |
|
|
|
|
|
|
| ||
Exercised |
|
| (89,786 | ) |
|
| 9.99 |
|
|
|
|
|
|
| ||
Expired |
|
| (557 | ) |
|
| 6.47 |
|
|
|
|
|
|
| ||
Options outstanding and exercisable, December 31, 2021 |
|
| 57,607 |
|
| $ | 11.75 |
|
|
| 6.18 |
|
| $ | 354,269 |
|
(1) The aggregate intrinsic value of a stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had all option holders exercised their options as of the respective years ended. This amount changes based on the market value of the Company’s common stock.
91
Note 13. Leases
The Company’s long-term lease agreements are classified as operating leases. Certain of these leases offer the option to extend the lease terms and the Company has included such extensions in its calculation of the lease liabilities to the extent the options are reasonably assured of being exercised. The lease agreements do not provide for residual value guarantees and The following table presents a summary of the activity in the Company's allowance for loan losses and the ratio of net charge-offs to average loans outstanding for the periods stated.
The Company assumed 5 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 ROU 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) |
| December 31, 2021 |
| |
Lease liability |
| $ | 7,651 |
|
ROU asset |
| $ | 6,317 |
|
Weighted average remaining lease term (years) |
| 6.79 |
| |
Weighted average discount rate |
|
| 1.86 | % |
|
| For the year ended December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
Operating lease cost |
| $ | 2,383 |
|
| $ | 1,731 |
|
Total lease cost |
| $ | 2,383 |
|
| $ | 1,731 |
|
Cash paid for amounts included in the measurement |
| $ | 2,014 |
|
| $ | 0 |
|
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 for periods following the date stated.
(Dollars in thousands) |
| December 31, 2021 |
| |
2022 |
| $ | 1,638 |
|
2023 |
|
| 1,276 |
|
2024 |
|
| 946 |
|
2025 |
|
| 849 |
|
2026 |
|
| 767 |
|
Thereafter |
|
| 2,442 |
|
Total undiscounted cash flows |
|
| 7,918 |
|
Discount |
|
| (267 | ) |
Lease liability |
| $ | 7,651 |
|
Note 14. Fair Value
The fair value of a financial instrument is the current amount that would be exchanged between willing parties in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.
Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the
92
instrument. Accounting guidance for fair value excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.
The 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 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. Army National Guard, retiringagency 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 Lt. Colonelcommon 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 2006. Heother 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 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) are used to hedge against the risk of variability in cash flows attributable to changes in the 3-month LIBOR benchmark rate component of forecasted 3-month fixed rate funding advances from the FHLB. These cash flow hedges were recorded at fair value utilizing Level 2 inputs.
93
The following tables present the balances of financial assets measured at fair value on a recurring basis as of the dates stated.
|
| December 31, 2021 |
| |||||||||||||
(Dollars in thousands) |
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
Securities available for sale: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
State and municipals |
| $ | 51,113 |
|
| $ | — |
|
| $ | 51,113 |
|
| $ | — |
|
U.S. Treasury and agencies |
| $ | 64,066 |
|
| $ | — |
|
| $ | 64,066 |
|
| $ | — |
|
Mortgage backed securities |
|
| 219,110 |
|
|
| — |
|
|
| 219,110 |
|
|
| — |
|
Corporate bonds |
|
| 39,243 |
|
|
| — |
|
|
| 39,243 |
|
|
| — |
|
Total securities available for sale |
| $ | 373,532 |
|
| $ | — |
|
| $ | 373,532 |
|
| $ | — |
|
Other assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Rabbi trust assets |
| $ | 994 |
|
| $ | 994 |
|
| $ | — |
|
| $ | — |
|
Mortgage derivative asset |
|
| 1,876 |
|
|
| — |
|
|
| 1,876 |
|
|
| — |
|
Interest rate swap asset |
|
| 199 |
|
|
| — |
|
|
| 199 |
|
|
| — |
|
Other liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Mortgage derivative liability |
| $ | 75 |
|
| $ | — |
|
| $ | 75 |
|
| $ | — |
|
Interest rate swap liability |
|
| 199 |
|
|
| — |
|
|
| 199 |
|
|
| — |
|
|
| 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 investment 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. 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 accounts for MSR assets under the amortization method, which requires that the MSR assets be recorded at the lower of cost or fair value. As of December 31, 2021, the amortized cost of MSR assets totaled $16.5 million compared to a fair value of $21.0 million.
94
The following tables present the change in MSR assets 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 |
|
| 11,809 |
|
Write-offs |
|
| (959 | ) |
Amortization |
|
| (2,462 | ) |
Impairments |
|
| — |
|
Fair value adjustments |
|
| 4,484 |
|
Balance, December 31, 2021 - Fair value |
| $ | 20,953 |
|
Balance, December 31, 2021 - Amortized cost |
| $ | 16,469 |
|
|
|
|
| |
(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 graduatediscount rate to each pool. As of James Madison UniversityDecember 31, 2021 and 2020, the Company was servicing approximately $1.91 billion and $846.5 million in loans, respectively, via a third-party subservicer. 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 servicing costs, utilizing assumed prepayment speeds. The weighted average net servicing fee income of the portfolio was 28.0 basis points as of December 31, 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 11.65% as of December 31, 2021. A base discount rate of 9.00% to 11.00% (9.29% weighted average discount rate) was then applied to each pool’s projected future cash flows as of December 31, 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
Impaired loans with specific reserves are carried at fair value. Fair value is based on the discounted cash flows of the loan or the fair value of the collateral less estimated costs to sell, if the loan is collateral-dependent. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. Any given loan may have multiple types of collateral; however, the majority of the Company’s loan collateral is real estate. The value of real estate collateral is generally determined utilizing a Bachelor of Fine Arts.
Andrew C. Holzwarth, 48, joined the boardmarket valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company following its acquisition of VCBusing observable market data (Level 2). However, if the collateral value is significantly adjusted due to differences in December 2019. He will stand for election at the Company’s 2020 Annual Meeting of Shareholders for a three-year term. Mr. Holzwarth has served as President of the Southern Region of Stanley Martin Homes,a Mid-Atlantic residential home builder, since 2013. He was the President and Owner of Piedmont Realty and Construction from 2009 until its acquisitioncomparable properties or is discounted by Stanley Martin Homes in 2013. He holds a bachelor’s degree from Pennsylvania State University and a Master of Business Administration from the University of Virginia, Darden School of Business.
William W. Stokes, 56, has served as a director of the Company since 2012. Mr. Stokes has beenbecause of lack of marketability, then the Chief Financial Officerfair value is considered Level 3. The value ofBio-Cat, Inc., a high-quality enzyme manufacturer business equipment is based upon an outside appraisal if deemed significant or the net book value on the applicable business’s financial statements if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Fair value adjustments are recorded in the Charlottesville, Virginia area, since 2009. He previously spent over 20 years in commercial banking, includingperiod incurred as a Senior Vice President and Area Executiveprovision for the Charlottesville market for StellarOne Bank (now Atlantic Union Bank) and its predecessor, Second Bank and Trust. Mr. Stokes is a graduate of North Carolina State University with a Bachelor of Arts in Accounting.
Malcolm R. Sullivan, Jr., 74, has served as a director of the Company since 2007. He is owner and Chairman of Sullivan Mechanical Contractors, Inc., a73-year-old contracting firm based in Shenandoah, Virginia. He also manages the Sullivan Group, a commercial rental and lease business. Mr. Sullivan has served his local community in various capacities and is currentlyloan losses on the boardconsolidated statements of the Page County Technical Center Foundation. He has also served as local, stateoperations.
95
Loans Held for Sale
Mortgage loans originated or purchased and national President of the American Subcontractors Association and was designated Man of the Year in 1990 by the Engineering News Record. He is a graduate of Elon College with a Bachelor of Fine Arts in English.
Donald R. Vaughan, 67, has served as a director of the Company since 2019. He is a Greensboro, North Carolina attorney with more than 30 years of experience. He servedintended for sale in the North Carolina Senate and as Mayor Pro Tem and City Councilmansecondary market are carried at estimated market value in the aggregate (i.e., loans held for the City of Greensboro. He servedsale). Changes in fair value are recognized in residential mortgage banking income, net on the State Banking Commission and the North Carolina Courts Commission. Mr. Vaughan previously served on the local bank boardsconsolidated statements of Wells Fargo, Wachovia, and SouthTrust. He was the 2018 Citizen Lawyer of the Year as presentedoperations (Level 2).
Certain consumer loans originated by the North Carolina Bar Association. Mr. Vaughan holds a Bachelor of Arts with Highest Honors from the University of North Carolina at Chapel Hill, a Master of Public Administration from American University, and a Juris Doctor from Wake Forest University, where he was a member of the Wake Forest Law Review. He is an adjunct professor at Wake Forest Law School and Elon Law School.
Executive Officers Who Are Not Directors
James W. McCarty, Jr. –Chief Administrative Officer. Mr. McCarty, 50, has been Chief Administrative Officer of the Company and sourced by fintech partners are classified on the Company's consolidated balance sheets as held for sale. These loans are originated by the Bank since January 2020. Priorand either sold directly to joiningthe applicable fintech partner or another investor at par, generally up to 10 days from origination. Due to relatively short time between origination and sale, these loans are held at cost, which approximates fair value (Level 2).
Other Real Estate Owned
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 the most recent appraisal, appraisal values are discounted, resulting in Level 3 estimates. If the Company Mr. McCarty had servedmarkets 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 Executive Vice President and Chief Administrative Officer of Eagle Financial Services, Inc. and Bank of Clarke County since 2008. Mr. McCarty served as Vice President and Chief Financial Officer of Eagle Financial Services, Inc. from 1997 to 2008 and as Senior Vice President and Chief Financial Officer of Bank of Clarke County from 2000 to 2008. He holds a Bachelor of Science from Virginia Tech and a Master of Business Administration from Shenandoah University.
Amanda G. Story – Chief Financial Officer. Ms. Story, 37, has been Chief Financial Officer of the Company and the Bank since February 2014. Ms. Story joined the Company after servingdates stated.
|
| December 31, 2021 |
| |||||||||||||
(Dollars in thousands) |
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
Impaired loans, net |
| $ | 8,344 |
|
| $ | — |
|
| $ | — |
|
| $ | 8,344 |
|
Loans held for sale |
|
| 121,943 |
|
|
| — |
|
|
| 121,943 |
|
|
| — |
|
OREO |
|
| 157 |
|
|
| — |
|
|
| — |
|
|
| 157 |
|
|
| December 31, 2020 |
| |||||||||||||
(Dollars in thousands) |
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
Impaired loans, net |
| $ | 2,187 |
|
| $ | — |
|
| $ | — |
|
| $ | 2,187 |
|
Loans held for sale |
|
| 152,931 |
|
|
| — |
|
|
| 152,931 |
|
|
| — |
|
The following tables present quantitative information about Level 3 fair value measurements as Senior Accountant with Brown, Edwards & Company, LLP (formerly S.B. Hoover & Company, LLP), an accounting firm in Harrisonburg, Virginia, from 2006 to January 2014. Ms. Story is a graduate of Bridgewater College, receiving a Bachelor of Arts in Business Administration with a concentration in Accounting.
Committees of the Boarddates stated.
(Dollars in thousands) |
| Balance as of December 31, 2021 |
|
| Unobservable Input |
| Weighted Average |
| ||
Impaired loans, net |
|
|
|
|
|
|
|
| ||
Discounted appraised value technique |
| $ | 8,108 |
|
| Selling Costs |
|
| 7 | % |
Discounted cash flows technique |
|
| 236 |
|
| Discount Rate |
| 4% - 7% |
| |
OREO |
|
|
|
|
|
|
|
| ||
Discounted appraised value technique |
|
| 157 |
|
| Discount Rate |
|
| 7 | % |
(Dollars in thousands) |
| Balance as of December 31, 2020 |
|
| Unobservable Input |
| Weighted Average |
| ||
Impaired loans, net |
|
|
|
|
|
|
|
| ||
Discounted appraised value technique |
| $ | 2,097 |
|
| Selling Costs |
|
| 10 | % |
Discounted cash flows technique |
|
| 90 |
|
| 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,
96
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 other equity investments, including the Company's investments in certain fintech companies, is based on either observable market prices, if available, or on observable market transactions for identical or significantly similar investments (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 Board has, among others,loan portfolio is initially fair valued using a standing Auditsegmented approach. The Company divides its loan portfolio into the following categories: variable rate loans, impaired loans, and Risk Governance Committee,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 Compensation Committee,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 0 credit risk associated with PPP loans as they are fully guaranteed by the U.S. government. Further, these loans are expected to be short term in nature. As a Governance Committee.result, the carrying value of PPP loans reasonably approximates fair value (Level 3).
Audit and Risk Governance CommitteeThe 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 provided by insurance carriers.
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 memberspricing and are reported as Level 2. The fair value of time deposits were valued using a discounted cash flow calculation that includes a market rate analysis of the Audit and Risk Governance Committeecurrent rates offered by market participants for time deposits that mature in the same period. Time deposits are Messrs. Dean (Chair), Dees, Burger, and Gander, and Ms. Woodruff.The Board has determined that all membersreported as Level 3.
The fair value of the Audit and Risk Governance Committee are independent underFHLB borrowings is estimated by discounting the rulesfuture cash flows using current interest rates offered for similar advances (Level 2).
The fair value of FRB borrowings is approximated by its carrying value as there is no comparable debt to PPPLF advances (Level 2).
The fair value of the New York Stock Exchange (“NYSE”) andCompany’s subordinated notes is estimated by utilizing recent issuance interest 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 SEC, and meet the definition of independent directors as set forth in Rule10A-3 of the Exchange Act. The Board has also determined that all of the members of the Audit and Risk Governance Committee have sufficient knowledge in financial and auditing matters to serve on the Committee and that Messrs. Dean and Dees, and Ms. Woodruff qualify as “audit committee financial experts” as defined by regulations of the SEC.
The Audit and Risk Governance Committee has adopted a charter that provides guidance to the Committee, the entire Board and the Company regarding the Committee’s purposes, goals, responsibilities, functions and its evaluation. The Audit and Risk Governance Committee provides independent and objective oversight of the integrityfair values of the Company’s financial statements,instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the accounting functionsCompany. Borrowers with fixed rate obligations may be are less likely to prepay in a rising rate environment and internal controlsmore likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates may be 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 the Companyassets and its subsidiariesliabilities and affiliates (as applicable), complianceattempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with legal and regulatory requirements,terms that mitigate the Company’s independent registered auditors’ qualificationsoverall interest rate risk.
97
The following tables present estimated fair values and independence, and the performancerelated carrying amounts of the Company’s independent registered auditors,financial instruments as of the dates stated.
|
| December 31, 2021 |
| |||||||||||||||||
|
|
|
|
|
|
|
| Fair Value Measurements at |
| |||||||||||
(Dollars in thousands) |
| Carrying Value |
|
| Fair Value |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| |||||
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cash and due from banks |
| $ | 130,643 |
|
| $ | 130,643 |
|
| $ | 130,643 |
|
| $ | — |
|
| $ | — |
|
Federal funds sold |
|
| 43,903 |
|
|
| 43,903 |
|
|
| 43,903 |
|
|
| — |
|
|
| — |
|
Securities available for sale |
|
| 373,532 |
|
|
| 373,532 |
|
|
| — |
|
|
| 373,532 |
|
|
| — |
|
Restricted and other equity investments |
|
| 22,518 |
|
|
| 22,518 |
|
|
| — |
|
|
| 22,518 |
|
|
| — |
|
PPP loans receivable, net |
|
| 30,406 |
|
|
| 30,406 |
|
|
| — |
|
|
| — |
|
|
| 30,406 |
|
Loans held for investment, net |
|
| 1,765,051 |
|
|
| 1,766,820 |
|
|
| — |
|
|
| — |
|
|
| 1,766,820 |
|
Accrued interest receivable |
|
| 9,573 |
|
|
| 9,573 |
|
|
| — |
|
|
| 9,573 |
|
|
| — |
|
Bank owned life insurance |
|
| 46,545 |
|
|
| 46,545 |
|
|
| — |
|
|
| 46,545 |
|
|
| — |
|
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Noninterest-bearing deposits |
| $ | 706,088 |
|
| $ | 706,088 |
|
| $ | 706,088 |
|
| $ | — |
|
| $ | — |
|
Interest-bearing demand and money market deposits |
|
| 941,805 |
|
|
| 941,805 |
|
|
| — |
|
|
| 941,805 |
|
|
| — |
|
Savings deposits |
|
| 150,376 |
|
|
| 150,376 |
|
|
| — |
|
|
| 150,376 |
|
|
| — |
|
Time deposits |
|
| 499,502 |
|
|
| 503,968 |
|
|
| — |
|
|
| — |
|
|
| 503,968 |
|
FHLB borrowings |
|
| 10,111 |
|
|
| 9,943 |
|
|
| — |
|
|
| 9,943 |
|
|
| — |
|
FRB borrowings |
|
| 17,901 |
|
|
| 17,901 |
|
|
| — |
|
|
| 17,901 |
|
|
| — |
|
Subordinated notes, net |
|
| 39,986 |
|
|
| 41,388 |
|
|
| — |
|
|
| — |
|
|
| 41,388 |
|
|
| December 31, 2020 |
| |||||||||||||||||
|
|
|
|
|
|
|
| Fair Value Measurements at |
| |||||||||||
(Dollars in thousands) |
| Carrying Value |
|
| Fair Value |
|
| 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 and other equity investments |
|
| 11,173 |
|
|
| 11,173 |
|
|
| — |
|
|
| 11,173 |
|
|
| — |
|
PPP loans receivable, net |
|
| 288,533 |
|
|
| 288,533 |
|
|
| — |
|
|
| — |
|
|
| 288,533 |
|
Loans held for investment, net |
|
| 714,334 |
|
|
| 715,674 |
|
|
| — |
|
|
| — |
|
|
| 715,674 |
|
Accrued interest receivable |
|
| 5,428 |
|
|
| 5,428 |
|
|
| — |
|
|
| 5,428 |
|
|
| — |
|
Bank owned life insurance |
|
| 15,724 |
|
|
| 15,724 |
|
|
| — |
|
|
| 15,724 |
|
|
| — |
|
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Noninterest-bearing 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 15. Minimum Regulatory Capital Requirements
Banks and internal audit function. The Audit and Risk Governance Committeebank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the Boardregulatory 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
98
institution's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
The Basel III Capital Rules phased-in over a multi-year schedule and were fully phased-in on January 1, 2019. Under the Basel III rules, banks 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 December 31, 2021 and 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 December 31, 2021, the most recent regulatory notification categorized the Bank as well capitalized under the regulatory framework. There are no conditions or events since that notification that management believes have changed the ultimate authorityinstitution's category.
Federal and responsibilitystate banking regulations place certain restrictions on dividends paid by the Company. The total amount of dividends that may be paid at any date is generally limited to select, evaluate and, where appropriate, replaceretained earnings of the independent accountants and internal auditors. The Committee also reviews and advises the Board with respectCompany. Pursuant to the Bank’sEGRRCPA, regulators have provided for an optional, simplified measure of capital adequacy, the community bank leverage ratio ("CBLR") framework, for qualifying community bank organizations. Banks that qualify may opt in to the CBLR framework beginning January 1, 2020 or any time thereafter. The CBLR framework eliminates the four required capital ratios disclosed below and requires the disclosure of a single leverage ratio, with a minimum requirement of 9%. The Company has not opted into the CBLR framework.
The following tables present capital ratios for the Bank as of the dates stated. Adequately capitalized ratios include the conversation buffer.
|
| December 31, 2021 |
| |||||||||||||||||||||
|
| Actual |
|
| For Capital |
|
| To Be Well |
| |||||||||||||||
(Dollars in thousands) |
| Amount |
|
| Ratio |
|
| Amount |
|
| Ratio |
|
| Amount |
|
| Ratio |
| ||||||
Total risk based capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Blue Ridge Bank, N.A. |
| $ | 273,978 |
|
|
| 13.11 | % |
| $ | 219,393 |
|
|
| 10.50 | % |
| $ | 208,946 |
|
|
| 10.00 | % |
Tier 1 capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Blue Ridge Bank, N.A. |
| $ | 260,896 |
|
|
| 12.49 | % |
| $ | 177,604 |
|
|
| 8.50 | % |
| $ | 167,157 |
|
|
| 8.00 | % |
Common equity tier 1 capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
(To risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Blue Ridge Bank, N.A. |
| $ | 260,896 |
|
|
| 12.49 | % |
| $ | 146,262 |
|
|
| 7.00 | % |
| $ | 135,815 |
|
|
| 6.50 | % |
Tier 1 leverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
(To average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Blue Ridge Bank, N.A. |
| $ | 260,896 |
|
|
| 10.05 | % |
| $ | 103,883 |
|
|
| 4.00 | % |
| $ | 129,853 |
|
|
| 5.00 | % |
99
|
| December 31, 2020 |
| |||||||||||||||||||||
|
| Actual |
|
| For Capital |
|
| To Be Well |
| |||||||||||||||
(Dollars in thousands) |
| Amount |
|
| Ratio |
|
| Amount |
|
| Ratio |
|
| Amount |
|
| Ratio |
| ||||||
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 | % |
100
Note 16. Related Party Transactions
During the years ended December 31, 2021 and 2020, officers, directors, and principal shareholders and their related interests (related parties) were customers of and had transactions with the Bank. These transactions were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not deemed related parties to the Bank and did not involve more than the normal risk management policies,of collectability or present other unfavorable features. The following table presents loan transactions with such related parties as of and tax policies. for the periods stated.
|
| December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
Total loans, beginning of period |
| $ | 13,957 |
|
| $ | 14,168 |
|
Advances |
|
| 6,699 |
|
|
| 12,472 |
|
Curtailments |
|
| (12,919 | ) |
|
| (12,683 | ) |
Total loans, end of period |
| $ | 7,737 |
|
| $ | 13,957 |
|
The AuditBank held related party deposits of approximately $13.2 million and Risk Governance Committee met four times during$8.4 million as of December 31, 2021 and 2020, respectively.
Note 17. 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 of dilutive potential common stock for the periods stated. Basic EPS amounts are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding (the denominator). Diluted EPS amounts assume the conversion, exercise, or issuance of all potential common stock instruments, unless the effect would be to reduce the loss or increase earnings per common share. Potential dilutive common stock instruments include exercisable stock options. For the year ended December 31, 2019.
Compensation Committee. The current members2021, 0 stock options for shares of the Compensation CommitteeCompany’s common stock were considered anti-dilutive. Weighted average common shares outstanding, basic and dilutive, for all periods presented are Messrs. Sullivan (Chair), Burger, Flynt, Graves, Janney,presented on a post Stock Split basis.
|
| For the years ended |
| |||||
(Dollars in thousands, except per share data) |
| 2021 |
|
| 2020 |
| ||
Net income |
| $ | 52,480 |
|
| $ | 17,697 |
|
Net income attributable to noncontrolling interest |
|
| (3 | ) |
|
| (1 | ) |
Net income available to common shareholders |
| $ | 52,477 |
|
| $ | 17,696 |
|
Weighted average common shares outstanding, basic |
|
| 17,840,675 |
|
|
| 8,535,606 |
|
Effect of dilutive securities |
|
| 9,898 |
|
|
| 0 |
|
Weighted average common shares outstanding, dilutive |
|
| 17,850,573 |
|
|
| 8,535,606 |
|
Basic and diluted earnings per common share |
| $ | 2.94 |
|
| $ | 2.07 |
|
Note 18. Income Taxes
The following table presents the differences between the provision for income taxes at the federal statutory rate and Stone. the amounts computed as reported for the periods stated.
|
| For the years ended December 31, |
| |||||||||||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||||||||||
Income tax at federal statutory rate |
| $ | 14,317 |
|
|
| 21.0 | % |
| $ | 4,725 |
|
|
| 21.0 | % |
Increase (decrease) resulting from: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
State income taxes, net of federal tax effect |
|
| 1,499 |
|
|
| 2.2 | % |
|
| 34 |
|
|
| 0.2 | % |
Tax-exempt interest income |
|
| (105 | ) |
|
| (0.2 | %) |
|
| (20 | ) |
|
| (0.1 | %) |
Income from life insurance |
|
| (196 | ) |
|
| (0.3 | %) |
|
| (82 | ) |
|
| (0.4 | %) |
Merger-related expenses |
|
| 250 |
|
|
| 0.4 | % |
|
| 174 |
|
|
| 0.8 | % |
Other permanent differences |
|
| (68 | ) |
|
| (0.1 | %) |
|
| (31 | ) |
|
| (0.1 | %) |
Provision for income taxes |
| $ | 15,697 |
|
|
| 23.1 | % |
| $ | 4,800 |
|
|
| 21.4 | % |
101
The Board has determined that all membersfollowing table presents the significant components of the Compensationprovision for income taxes for the periods stated.
|
| For the years ended December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
Current tax provision |
|
|
|
|
|
| ||
Federal |
| $ | 12,828 |
|
| $ | 6,437 |
|
State |
|
| 946 |
|
|
| 43 |
|
Total current tax provision |
|
| 13,774 |
|
|
| 6,480 |
|
Deferred tax provision (benefit) |
|
|
|
|
|
| ||
Federal |
|
| 971 |
|
|
| (1,680 | ) |
State |
|
| 952 |
|
|
| 0 |
|
Total deferred tax provision (benefit) |
|
| 1,923 |
|
|
| (1,680 | ) |
Provision for income taxes |
| $ | 15,697 |
|
| $ | 4,800 |
|
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents significant components of deferred tax assets and liabilities as of the dates stated.
|
| December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
Deferred tax assets relating to: |
|
|
|
|
|
| ||
Allowance for loan losses |
| $ | 2,470 |
|
| $ | 2,478 |
|
Compensation differences |
|
| 1,221 |
|
|
| 892 |
|
Reserve for loan sale buy backs |
|
| 227 |
|
|
| 341 |
|
Acquisition accounting adjustments |
|
| 3,463 |
|
|
| 255 |
|
Loan origination costs |
|
| 67 |
|
|
| 81 |
|
Pass-through entities |
|
| 487 |
|
|
| 252 |
|
Unrealized losses on securities available for sale and interest rate swaps |
|
| 1,092 |
|
|
| 108 |
|
Other |
|
| 872 |
|
|
| 191 |
|
Total deferred tax assets |
|
| 9,899 |
|
|
| 4,598 |
|
Deferred tax liabilities relating to: |
|
|
|
|
|
| ||
Premises and equipment, net |
|
| (2,885 | ) |
|
| (1,532 | ) |
Core deposit and customer-based intangible assets |
|
| (1,549 | ) |
|
| (464 | ) |
Mortgage servicing rights |
|
| (3,711 | ) |
|
| (1,488 | ) |
Unrealized gains on other investments |
|
| (1,536 | ) |
|
| 0 |
|
Other |
|
| (68 | ) |
|
| (25 | ) |
Total deferred tax liabilities |
|
| (9,749 | ) |
|
| (3,509 | ) |
Net deferred tax asset, included in other assets |
| $ | 150 |
|
| $ | 1,089 |
|
Deferred income tax assets and liabilities are measured at the enacted tax rate for the period in which they are expected to reverse; therefore, as of December 31, 2021, they have been measured using the federal income tax rate enacted for subsequent years of 21% and applicable state income tax rates.
The Company had 0 net operating losses that can be carried forward and applied against future taxable income. The Company’s policy is to report interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of income. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2017. As of December 31, 2021 and 2020, the Company has 0 uncertain tax positions.
The Company’s net deferred tax asset, included in other assets in the consolidated balance sheets, was $150 thousand and $1.1 million at December 31, 2021 and 2020, respectively. As of December 31, 2021, management concluded that the Company’s deferred tax assets were fully realizable, and accordingly, 0 valuation allowance was recorded. The Company will continue to monitor deferred tax assets to evaluate whether it will be able to realize the full benefit of the deferred tax asset or whether there is any need for a valuation allowance. Significant negative trends in asset credit quality, losses from operations, or other factors could impact the realization of the deferred tax asset in the future.
102
Note 19. Business Segments
The Company has identified 3 primary business segments, which are commercial banking, mortgage banking, and holding company (parent) activities. 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, mortgage servicing rights and fees, and interest earned on mortgage loans held for sale. Activities at the holding company or parent level are primarily associated with corporate investments and borrowings.
The following tables present statement of operations items and assets by segment as of and for the periods stated.
|
| For the year ended December 31, 2021 |
| |||||||||||||||||
(Dollars in thousands) |
| Commercial Banking |
|
| Mortgage Banking |
|
| Parent Only |
|
| Eliminations |
|
| Blue Ridge |
| |||||
NET INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Interest income |
| $ | 99,810 |
|
| $ | 3,596 |
|
| $ | 140 |
|
| $ | — |
|
| $ | 103,546 |
|
Interest expense |
|
| 8,181 |
|
|
| 257 |
|
|
| 2,627 |
|
|
| — |
|
|
| 11,065 |
|
Net interest income |
|
| 91,629 |
|
|
| 3,339 |
|
|
| (2,487 | ) |
|
| — |
|
|
| 92,481 |
|
Provision for loan losses |
|
| 117 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 117 |
|
Net interest income after provision for loan losses |
|
| 91,512 |
|
|
| 3,339 |
|
|
| (2,487 | ) |
|
| — |
|
|
| 92,364 |
|
NONINTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Gain on sale of Paycheck Protection Program loans |
|
| 24,315 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 24,315 |
|
Residential mortgage banking income, net |
|
| — |
|
|
| 28,624 |
|
|
| — |
|
|
| — |
|
|
| 28,624 |
|
Mortgage servicing rights |
|
| — |
|
|
| 8,398 |
|
|
| — |
|
|
| — |
|
|
| 8,398 |
|
Gain on sale of guaranteed government loans |
|
| 2,005 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,005 |
|
Service charges on deposit accounts |
|
| 1,464 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,464 |
|
Increase in cash surrender value of bank owned life insurance |
|
| 932 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 932 |
|
Payroll processing |
|
| 941 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 941 |
|
Other income |
|
| 13,953 |
|
|
| — |
|
|
| 7,505 |
|
|
| (182 | ) |
|
| 21,276 |
|
Total noninterest income |
|
| 43,610 |
|
|
| 37,022 |
|
|
| 7,505 |
|
|
| (182 | ) |
|
| 87,955 |
|
NONINTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Salaries and employee benefits |
|
| 33,687 |
|
|
| 28,204 |
|
|
| — |
|
|
| — |
|
|
| 61,891 |
|
Merger-related |
|
| 9,226 |
|
|
| — |
|
|
| 2,642 |
|
|
| — |
|
|
| 11,868 |
|
Other operating expenses |
|
| 31,163 |
|
|
| 6,385 |
|
|
| 1,017 |
|
|
| (182 | ) |
|
| 38,383 |
|
Total noninterest expense |
|
| 74,076 |
|
|
| 34,589 |
|
|
| 3,659 |
|
|
| (182 | ) |
|
| 112,142 |
|
Income before income taxes |
|
| 61,046 |
|
|
| 5,772 |
|
|
| 1,359 |
|
|
| — |
|
|
| 68,177 |
|
Income tax expense |
|
| 13,935 |
|
|
| 1,253 |
|
|
| 509 |
|
|
| — |
|
|
| 15,697 |
|
Net income |
| $ | 47,111 |
|
| $ | 4,519 |
|
| $ | 850 |
|
| $ | — |
|
| $ | 52,480 |
|
Net income attributable to noncontrolling interest |
|
| (3 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3 | ) |
Net income attributable to Blue Ridge Bankshares, Inc. |
| $ | 47,108 |
|
| $ | 4,519 |
|
| $ | 850 |
|
| $ | — |
|
| $ | 52,477 |
|
Total assets as of December 31, 2021 |
| $ | 2,498,916 |
|
| $ | 142,537 |
|
| $ | 319,685 |
|
| $ | (295,999 | ) |
| $ | 2,665,139 |
|
103
|
| For the year ended December 31, 2020 |
| |||||||||||||||||
(Dollars in thousands) |
| Commercial Banking |
|
| Mortgage Banking |
|
| Parent Only |
|
| Eliminations |
|
| Blue Ridge |
| |||||
NET INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Interest income |
| $ | 51,020 |
|
| $ | 3,314 |
|
| $ | 126 |
|
| $ | — |
|
| $ | 54,460 |
|
Interest expense |
|
| 8,331 |
|
|
| 354 |
|
|
| 1,265 |
|
|
| — |
|
|
| 9,950 |
|
Net interest income |
|
| 42,689 |
|
|
| 2,960 |
|
|
| (1,139 | ) |
|
| — |
|
|
| 44,510 |
|
Provision for loan losses |
|
| 10,450 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 10,450 |
|
Net interest income after provision for loan losses |
|
| 32,239 |
|
|
| 2,960 |
|
|
| (1,139 | ) |
|
| — |
|
|
| 34,060 |
|
NONINTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Residential mortgage banking income, net |
|
| — |
|
|
| 44,460 |
|
|
| — |
|
|
| — |
|
|
| 44,460 |
|
Mortgage servicing rights |
|
| — |
|
|
| 7,084 |
|
|
| — |
|
|
| — |
|
|
| 7,084 |
|
Gain on sale of guaranteed government loans |
|
| 880 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 880 |
|
Service charges on deposit accounts |
|
| 905 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 905 |
|
Increase in cash surrender value of bank owned life insurance |
|
| 390 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 390 |
|
Payroll processing |
|
| 974 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 974 |
|
Other income |
|
| 2,165 |
|
|
| — |
|
|
| — |
|
|
| (34 | ) |
|
| 2,131 |
|
Total noninterest income |
|
| 5,314 |
|
|
| 51,544 |
|
|
| — |
|
|
| (34 | ) |
|
| 56,824 |
|
NONINTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Salaries and employee benefits |
|
| 14,217 |
|
|
| 31,201 |
|
|
| — |
|
|
| — |
|
|
| 45,418 |
|
Other operating expenses |
|
| 12,574 |
|
|
| 8,075 |
|
|
| 2,354 |
|
|
| (34 | ) |
|
| 22,969 |
|
Total noninterest expense |
|
| 26,791 |
|
|
| 39,276 |
|
|
| 2,354 |
|
|
| (34 | ) |
|
| 68,387 |
|
Income (loss) before income taxes |
|
| 10,762 |
|
|
| 15,228 |
|
|
| (3,493 | ) |
|
| — |
|
|
| 22,497 |
|
Income tax expense (benefit) |
|
| 2,162 |
|
|
| 3,337 |
|
|
| (699 | ) |
|
| — |
|
|
| 4,800 |
|
Net income (loss) |
| $ | 8,600 |
|
| $ | 11,891 |
|
| $ | (2,794 | ) |
| $ | — |
|
| $ | 17,697 |
|
Net income attributable to noncontrolling interest |
|
| (1 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1 | ) |
Net income (loss) attributable to Blue Ridge Bankshares, Inc. |
| $ | 8,599 |
|
| $ | 11,891 |
|
| $ | (2,794 | ) |
| $ | — |
|
| $ | 17,696 |
|
Total assets as of December 31, 2020 |
| $ | 1,312,095 |
|
| $ | 177,074 |
|
| $ | 133,041 |
|
| $ | (123,952 | ) |
| $ | 1,498,258 |
|
Note 20. Parent Company Only Financial Statements
The following tables present the condensed financial statements of Blue Ridge Bankshares, Inc. (parent company only) for the periods presented.
PARENT COMPANY ONLY CONDENSED BALANCE SHEETS
|
| As of December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
ASSETS |
|
|
|
|
|
| ||
Cash and due from banks |
| $ | 3,156 |
|
| $ | 2,174 |
|
Investment in subsidiaries |
|
| 291,525 |
|
|
| 121,808 |
|
Securities available for sale, at fair value |
|
| 2,073 |
|
|
| — |
|
Restricted and other equity investments |
|
| 14,184 |
|
|
| 319 |
|
Other investments |
|
| 4,532 |
|
|
| 8,267 |
|
Accrued interest receivable |
|
| 24 |
|
|
| 119 |
|
Income tax receivable |
|
| 906 |
|
|
| 348 |
|
Other assets |
|
| 2,221 |
|
|
| 6 |
|
Total assets |
| $ | 318,621 |
|
| $ | 133,041 |
|
LIABILITIES & STOCKHOLDERS’ EQUITY |
|
|
|
|
|
| ||
Accrued expenses |
| $ | 1,126 |
|
| $ | 204 |
|
Accrued interest payable |
|
| 370 |
|
|
| 131 |
|
Subordinated notes, net of issuance costs |
|
| 39,986 |
|
|
| 24,506 |
|
Total liabilities |
|
| 41,482 |
|
|
| 24,841 |
|
Stockholders’ equity |
|
| 277,139 |
|
|
| 108,200 |
|
Total liabilities and stockholders’ equity |
| $ | 318,621 |
|
| $ | 133,041 |
|
104
PARENT COMPANY ONLY CONDENSED STATEMENTS OF INCOME
|
| For the years ended December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
INCOME |
|
|
|
|
|
| ||
Dividends from subsidiary |
| $ | 10,000 |
|
| $ | 800 |
|
Interest income |
|
| 140 |
|
|
| 126 |
|
Fair value adjustments of other equity investments |
|
| 7,316 |
|
|
| — |
|
Other |
|
| 250 |
|
|
| — |
|
Total income |
|
| 17,706 |
|
|
| 926 |
|
EXPENSES |
|
|
|
|
|
| ||
Interest on subordinated notes |
|
| 2,627 |
|
|
| 1,265 |
|
Professional fees |
|
| 890 |
|
|
| 455 |
|
Merger-related |
|
| 2,642 |
|
|
| 1,732 |
|
Other |
|
| 189 |
|
|
| 165 |
|
Total expenses |
|
| 6,348 |
|
|
| 3,617 |
|
Income (loss) before income tax expense (benefit) and equity in undistributed earnings of subsidiary |
|
| 11,358 |
|
|
| (2,691 | ) |
Income tax expense (benefit) |
|
| 509 |
|
|
| (699 | ) |
Equity in undistributed earnings of subsidiaries |
|
| 41,631 |
|
|
| 19,689 |
|
Net income |
| $ | 52,480 |
|
| $ | 17,697 |
|
105
PARENT COMPANY ONLY CONDENSED STATEMENTS OF CASH FLOWS
|
| For the years ended December 31, |
| |||||
(Dollars in thousands) |
| 2021 |
|
| 2020 |
| ||
Cash Flows From Operating Activities |
|
|
|
|
|
| ||
Net income |
| $ | 52,480 |
|
| $ | 17,696 |
|
Equity in undistributed earnings of subsidiaries |
|
| (41,631 | ) |
|
| (19,689 | ) |
Deferred income tax benefit |
|
| (1,208 | ) |
|
| (62 | ) |
Amortization of subordinated note issuance costs |
|
| 206 |
|
|
| 54 |
|
Fair value adjustments of other equity investments |
|
| (7,316 | ) |
|
| — |
|
Increase in other assets |
|
| (2,677 | ) |
|
| (139 | ) |
Increase in accrued expenses |
|
| 646 |
|
|
| 528 |
|
Net cash provided by (used in) operating activities |
|
| 500 |
|
|
| (1,612 | ) |
Cash Flows From Investing Activities |
|
|
|
|
|
| ||
Net change in securities available for sale |
|
| (2,073 | ) |
|
| — |
|
Net change in restricted and other equity investments |
|
| (6,900 | ) |
|
| — |
|
Net change in other investments |
|
| (3,230 | ) |
|
| (7,363 | ) |
Net cash acquired in Bay Banks Merger |
|
| 23,214 |
|
|
| — |
|
Cash received from (contributed to) Bank |
|
| 10,000 |
|
|
| (2,000 | ) |
Net cash provided by (used in) investing activities |
|
| 21,011 |
|
|
| (9,363 | ) |
Cash Flows From Financing Activities |
|
|
|
|
|
| ||
Dividends paid on common stock |
|
| (7,183 | ) |
|
| (2,436 | ) |
Stock option exercises |
|
| 804 |
|
|
| — |
|
Payment of subordinated notes issuance costs |
|
| — |
|
|
| (349 | ) |
Issuance of subordinated notes |
|
| — |
|
|
| 15,000 |
|
Redemption of subordinated debt |
|
| (14,150 | ) |
|
| — |
|
Net cash (used in) provided by financing activities |
|
| (20,529 | ) |
|
| 12,215 |
|
Net increase in cash and due from banks |
|
| 982 |
|
|
| 1,240 |
|
Cash and due from banks at beginning of period |
|
| 2,174 |
|
|
| 934 |
|
Cash and due from banks at end of period |
| $ | 3,156 |
|
| $ | 2,174 |
|
|
|
|
|
|
|
| ||
Supplemental Schedule of Cash Flow Information |
|
|
|
|
|
| ||
Cash paid for: |
|
|
|
|
|
| ||
Interest |
| $ | 2,388 |
|
| $ | 1,190 |
|
Income taxes |
| $ | 10,000 |
|
| $ | 2,000 |
|
Non-cash investing and financing activities: |
|
|
|
|
|
| ||
Unrealized gain on securities available for sale |
| $ | 300 |
|
| $ | — |
|
Issuance of restricted stock awards, net of forfeitures |
| $ | 1,331 |
|
| $ | 567 |
|
Note 21. 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 0 loss has been accrued for this lawsuit.
106
Note 22. Accumulated Other Comprehensive Income, net
The following tables present components of accumulated other comprehensive income (loss) for the periods stated.
|
| Net Unrealized Gains (Losses) |
|
|
|
| ||||||||||||||
(Dollars in thousands) |
| Securities Available For Sale |
|
| Transfer of Securities Held to Maturity to Available For Sale |
|
| Interest Rate Swaps |
|
| Pension and |
|
| Accumulated |
| |||||
Balance as of December 31, 2019 |
| $ | 423 |
|
| $ | — |
|
| $ | (194 | ) |
| $ | — |
|
| $ | 229 |
|
Change in net unrealized holding gains on securities available for sale, net of tax expense of $103 |
|
| 388 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 388 |
|
Reclassification for previously unrealized net gains recognized in net income, net of tax expense of $44 |
|
| (167 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (167 | ) |
Transfer of securities held to maturity to available for sale, net of tax expense of $113 |
|
| — |
|
|
| 425 |
|
|
| — |
|
|
| — |
|
|
| 425 |
|
Change in net unrealized holding losses on interest rate swaps, net of tax benefit of $163 |
|
| — |
|
|
| — |
|
|
| (611 | ) |
|
| — |
|
|
| (611 | ) |
Balance as of December 31, 2020 |
|
| 644 |
|
|
| 425 |
|
|
| (805 | ) |
|
| — |
|
|
| 264 |
|
Change in net unrealized holding losses on securities available for sale, net of tax benefit of $1,279 |
|
| (4,814 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (4,814 | ) |
Reclassification for previously unrealized net losses recognized in net income, net of tax benefit of $30 |
|
| 114 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 114 |
|
Change in net unrealized holding gains on interest rate swaps, net of tax expense of $1,521 |
|
| — |
|
|
| — |
|
|
| 5,719 |
|
|
| — |
|
|
| 5,719 |
|
Reclassification for previously unrealized net gains recognized in net income, net of tax expense of $1,307 |
|
| — |
|
|
| — |
|
|
| (4,914 | ) |
|
| — |
|
|
| (4,914 | ) |
Change in net unrealized losses on pension and post-retirement benefit plans, net of tax benefit of $1 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1 | ) |
|
| (1 | ) |
Balance as of December 31, 2021 |
| $ | (4,056 | ) |
| $ | 425 |
|
| $ | — |
|
| $ | (1 | ) |
| $ | (3,632 | ) |
107
Note 23. Commitments and 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 December 31, 2021 and December 31, 2020, the Company had outstanding loan commitments of $475.1 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 December 31, 2021 and 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 December 31, 2021 and 2020, commitments under outstanding financial stand-by letters of credit totaled $4.5 million and $6.1 million, respectively. The credit risk of issuing stand-by letters of credit can be greater than the risk involved in extending loans to customers.
Reserves for unfunded commitments to borrowers as of December 31, 2021 and 2020 were $962 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. Pursuant to these investments, the Company commits to an investment amount that may be fulfilled in future periods. At December 31, 2021, the Company had future commitments outstanding totaling $8.3 million related to these investments.
The Company also has investments in various SBIC funds. The Company's obligations to these funds are satisfied in the form of capital calls that occur during the commitment period. As of December 31, 2021, the Company's remaining capital commitments associated with its investments in SBIC funds was $11.4 million.
108
Note 24. Subsequent Events
On January 5, 2022, the Board of Directors of the Company declared a quarterly dividend of $0.12 per share, payable on January 31, 2022 to shareholders of record as of the close of business on January 19, 2022.
109
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A: CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of December 31, 2021, the Company, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act. In designing and evaluating its disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that objectives of the disclosure controls and procedures are met. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of December 31, 2021 were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to management of the Company, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria set forth by the Committee are independent underof Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on this assessment, management concluded that, as of December 31, 2021, the Company’s internal control over financial reporting was effective.
Changes in Internal Control over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the NYSE and the SEC.
The Compensation Committee has adopted a charterSEC that provides guidance to the Committee, the entire Board andpermit the Company regardingto provide only management’s report in this annual report.
ITEM 9B: OTHER INFORMATION
None.
110
ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Other than as set forth below, the administration of the compensation programs and policies of the Company. The Compensation Committee provides assistance to the Boardinformation required by this item will be included in fulfilling its responsibility to shareholders, potential shareholders, and the investment community to ensure that the Company’s officers, key executives, and Board members are compensated in accordance withDefinitive Proxy Statement for the Company’s total compensation objectives and executive compensation philosophy and strategy. The Committee recommends and approves the compensation policies, strategies, and pay levels necessary to support organizational objectives. The Compensation Committee met four times during the year ended December 31, 2019.
Governance Committee. The current members of the Governance Committee are Messrs. Janney (Chair), Dean, Graves, Sullivan, and Vaughan. The Board has determined that all members of the Governance Committee are independent under the rules of the NYSE and the SEC.
The Governance Committee has adopted a charter that provides guidance to the Committee, the entire Board and the Company regarding the process for identifying and recommending directors to the Board. The Governance Committee provides assistance to the Board in fulfilling its responsibility to shareholders, potential shareholders, regulators, and the investment community to ensure that the Company’s Board practices create a governance environment conducive to value creation and risk management. Among other things, the Governance Committee is responsible for (i) selecting and recommending to the Board nominees for election at the2022 Annual Meeting of Shareholders (ii) selecting and recommendingincorporated herein by reference or included in an amendment to this Form 10-K filed within 120 days after the Board nominees to fill Board vacancies, and (iii) reviewing and recommending to the full Board for approval any changes to the Company’s articles of incorporation and bylaws.. The Governance Committee met two times during the year ended December 31, 2019.
In identifying potential nominees, the Governance Committee takes into account such factors as it deems appropriate, including the current compositionend of the Board to ensure diversity among its members. Diversity includes the range of talents, experiences and skills that would best complement those that are already represented on the Board, the balance of management and independent directors and the need for specialized expertise. The Governance Committee considers candidates for Board membership suggestedfiscal year covered by its members and by management and the Governance Committee will also consider candidates suggested informally by a shareholder of the Company.this Form 10-K.
Code of Ethics
The Company has adopted a Code of Ethics and Conflict of Interest Policy that applies to directors, executive officers, and employees of the Company and the Bank. A copy of the code is filed as Exhibit 14.1 to this report and may be obtained without charge by written request to the Company’s Corporate Secretary.
ITEM 11: EXECUTIVE COMPENSATION
Principles and Objectives of the Company’s Compensation Program
The Company’s executive compensation program is designed to attract and retain highly skilled and motivated executive officers who will manage the Company in a manner to promote its growth and profitability and advance the interest of its shareholders. Additional objectives of the Company’s executive compensation program include the following:
to align executive pay with shareholders’ interests;
to recognize individual initiative and achievements; and
to deter excessive risk taking.
The Company’s executive compensation program consists of base salaries, cash payments in the form of discretionary annual bonuses, cash payments under an annual cash incentive program, equity compensation in the form of restricted stock awards, and other benefits and perquisites.
How Executive Pay Levels are Determined
The Company’s executive compensation programs are administeredinformation required by or under the direction of its Compensation Committee. The Compensation Committee makes recommendations to the Company’s Board for all decisions regarding the compensation of the Company’s executive officers, and the Company’s Board either approves, modifies, or rejects these recommendations.
In determining the compensation of its executive officers, the Company’s Compensation Committee evaluates total overall compensation, as well as the mix of salary, cash bonuses, equity compensation, retirement benefits and other benefits, using a number of factors including the following:
the Company’s financial, operating, and competitive performance measured by attainment of strategic objectives and operating results on a standalone basis and relative to peer companies;
the duties, responsibilities and performance of each executive officer of the Company, including the achievement of identified goals for the year as they pertain to the areas of the Company’s operations for which the executive is personally responsible and accountable;
historical cash and other compensation levels; and
comparative industry market data to assess compensation competitiveness.
The role of the Company’s Chief Executive Officer in determining executive compensation is limited to input in the performance evaluation of the other “named executive officers” of the Company. The Company’s Chief Executive Officer has no input in the determination of his own compensation. Likewise, the other named executive officers have no role in the determination of their own compensation. The named executive officers of the Company for 2020 are identified in the Summary Compensation Table below.
The Company’s Compensation Committee retains the services of CT Executive Benefits Group (“CTEBG”), an independent compensation consultant without any previous relationship with management or the Company. CTEBG attends a majority of the Company’s Compensation Committee meetings to provide the Compensation Committee and the Board advice on compensation trends and issues. CTEBG also provides an annual compensation study comparing the Company’s compensation practices and amounts to a peer group of similar banks. The compensation study includes executive and board compensation. The Compensation Committee incorporates the advice of CTEBG in all of its decision-making processes and recommendations to the Company’s Board.
Summary Compensation Table
The following table sets forth information regarding the compensation for services rendered by the named executive officers of the Company during the years presented.
Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | |||||||||||||||||||||
Brian K. Plum | 2019 | $ | 300,000 | $ | 41,000 | $ | — | $ | 9,000 | $ | 23,403 | $ | 373,403 | |||||||||||||||
President and CEO | 2018 | $ | 300,000 | $ | — | $ | 216,000 | $ | 22,011 | $ | 35,571 | $ | 573,582 | |||||||||||||||
Gary R. Shook (5) | 2019 | $ | 260,000 | $ | — | $ | — | $ | 3,900 | $ | 24,045 | $ | 287,945 | |||||||||||||||
Chief Operating Officer | 2018 | $ | 184,167 | $ | 25,000 | $ | 108,000 | $ | 35,190 | $ | 6,900 | $ | 359,257 | |||||||||||||||
Amanda G. Story | 2019 | $ | 125,200 | $ | 13,427 | $ | 10,750 | $ | 6,573 | $ | 14,126 | $ | 170,079 | |||||||||||||||
Chief Financial Officer | 2018 | $ | 122,700 | $ | — | $ | 18,000 | $ | 6,773 | $ | 19,099 | $ | 166,572 | |||||||||||||||
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Outstanding Equity Awards
The following table provides certain information on the value of restricted stock previously awarded to the Company’s named executive officers as of December 31, 2019.
Outstanding Equity Awards at FiscalYear-End
| Stock Awards | ||||||||||||
Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (1) | |||||||||
Brian K. Plum | July 1, 2018 | 10,800 | (2) | $ | 226,260 | |||||||
| July 1, 2017 | 7,200 | (2) | $ | 150,840 | ||||||||
Gary R. Shook | July 1, 2018 | 5,400 | (2) | $ | 113,130 | |||||||
Amanda G. Story | July 1, 2019 | 500 | (2) | $ | 10,475 | |||||||
| July 1, 2018 | 900 | (2) | $ | 18,855 | ||||||||
| July 1, 2017 | 1,200 | (2) | $ | 25,140 | ||||||||
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Equity Incentive Plan
The Company maintains the Blue Ridge Bankshares, Inc. Equity Incentive Plan, which was designed to attract and retain qualified key personnel, provide employees with a proprietary interest in the Company as an incentive to contribute to its success, and reward employees for outstanding performance and the attainment of goals. It was adopted by the Company’s Board effective April 1, 2017 and will expire on April 1, 2027. The plan provides for the granting of restricted stock awards, incentive andnon-qualified stock options, restricted stock units and other stock-based awards to employees and directors. It authorizes the issuance of up to 400,000 shares of the Company’s common stock.
The Company’s Compensation Committee administers the plan, identifies which participantsthis Item will be granted awards, and determines the terms and conditions applicable to the awards. To date, the Company’s Compensation Committee has only issued shares of restricted stock under the plan. The value of the stock awarded is based on the fair market value of the Company’s common stock at the time of the grant. The Company recognizes compensation expense equal to the value of such awards over the applicable vesting period.
Annual Cash Incentive Program
The Company maintains an annual cash incentive program that provides for awards based on the performance of the Company in five key areas: risk management, asset quality,held-for-investment loan growth, noninterest demand deposit account growth, and net income. Each named executive officer of the Company is eligible to participate in the plan. Each of the foregoing areas has assigned weights for each officer and, on an annual basis, the Company’s Compensation Committee determines the metrics pursuant to which bonuses ultimately will be paid to such officers, with a target award of 15% of base salary. The amounts earned under the plan may be modified, reduced or eliminated in the discretion of the Company’s Compensation Committee based on the Company’s performance and other factors. Minimum targets must be achieved to earn awards with respect to asset
quality,held-for-investment loan growth, noninterest demand deposit account growth, and net income, and maximum award amounts are capped for asset quality,held-for-investment loan growth, and net income to mitigate the risk of any actions taken by management that could inflate short-term incentives for personal benefit that do not align with good corporate governance or the long-term financial and operational health of the Company.
Other Benefit Plans
Supplemental Executive Retirement Plan. The Company previously entered into supplemental executive retirement plan agreements with Mr. Plum and Ms. Story. The agreements were terminated in 2017 and the Company made cash payments in 2018 to Mr. Plum ($12,814) and Ms. Story ($5,488) equal to the amounts the Company had accrued for such agreements. Prior to their termination, such agreements provided for retirement benefits payable as a monthly annuity for a15-year period upon attainment of retirement age.
401(k) Plan. The Company has a contributory 401(k) plan. All salaried employees of the Company are eligible to participate beginning after 12 months of service. Participants can elect to contribute up to 95% of their compensation, provided that the amount contributed does not exceed the maximum amount allowed by law. The Company matches 100% of the first 5% of compensation contributed by each participant. Employees become 100% vestedincluded in the Company’s match after six years of service. Distributions to participants are made at death, retirement or other termination of employment. Normal retirement age is considered 65 and early retirement is considered 55 with 10 years of service.
Employee Stock Ownership Plan (“ESOP”). The Company has an ESOP that covers eligible employees. Benefits in the Plan vest over a five-year period. Contributions to the plan are made at the discretion of the Board of Directors and may include both the matching component to employees’ elective deferrals into the 401(k) plan and discretionary profit contributions. The Plan held 79,800 total shares of Company stock at December 31, 2019 and December 31, 2018. All shares issued to and held by the Plan are considered outstanding in the computation of earnings per share. The Plan or the Company is required to purchase shares from separated employees at a price determined by a third-party appraisal.
Employment and Change in Control Agreements
Securing the continued service of key executives is essential to the successful future of the Company. Employment agreements and change in control agreements assist the Company by attracting and retaining key executives. Below is a description of the agreements that the Company has with its named executive officers.
Employment Agreement with Brian K. Plum. Mr. Plum’s employment agreement was entered into on November 1, 2011 and the initial term expired on December 31, 2013. The agreement was renewed for successivetwo-year periods beginning on January 1, 2014. The agreement will continue to renew for additionaltwo-year periods on January 1st of each even numbered year unless the Company gives notice of nonrenewal at least 12 months prior to the expiration of the then current term. Pursuant to the agreement, Mr. Plum is entitled to receive an annual base salary as determined by the Company’s Board. His current base salary is $300,000. Mr. Plum is entitled to cash bonuses and stock-based awards in such amounts as may be determined by the Company’s Board in accordance with the terms and conditions of the applicable incentive plans in effect from time to time. Pursuant to his agreement, Mr. Plum may only be terminated by the Company with the approval of at leasttwo-thirds of the Company’s Board. If Mr. Plum is terminated without “cause” (as defined in his agreement), he will be entitled to continuation of his base salary and benefits for a period of 12 months following his termination. Mr. Plum is subject to customarynon-competition andnon-solicitation restrictions for a period of one year after termination of his employment for any reason; provided, however, that if the Company elects not to renew his employment agreement, Mr. Plum will not be subject to such restrictions following the expiration of the agreement.
Change in Control Agreement with Brian K. Plum. Mr. Plum’s change in control agreement was entered into on January 1, 2011 and the initial term expired on December 31, 2013. The agreement was renewed for successiveone-year periods beginning on January 1, 2014. The agreement will continue to renew for additionalone-year periods on January 1st of each year unless the Company gives notice of nonrenewal at least 90 days prior to the expiration of the then current term. Under the terms of the agreement, the Company or its successor must continue to employ Mr. Plum for a term of three years after the date of a change in control of the Company. During such period,
Mr. Plum is entitled to retain commensurate authority, responsibilities, and compensation benefits. The agreement requires the Company or its successor to pay Mr. Plum a base salary at least equal to his base salaryDefinitive Proxy Statement for the year immediately prior2022 Annual Meeting of Shareholders and incorporated herein by reference or included in an amendment to the change in control, and a bonus at least equal to the annual bonus paid prior to the change in control. If Mr. Plum’s employment is terminated during the three-year period other than for “cause” or “disability” (as defined in his agreement), or if he terminates his employment because a material term of his contract is breached by the Company or its successor, he will be entitled to alump-sum cash paymentthis Form 10‑K filed within 30120 days after the date of termination. This lump sum amount will be equal to the sum of his annual base salary, annual bonus and equivalent benefits.
Director Compensation
The following table shows the compensation earned by each of thenon-employee directorsend of the Company’s Board during 2019.fiscal year covered by this Form 10-K.
Name | Fees Earned or Paid in Cash ($) | Total ($) | ||||||
Hunter H. Bost | 17,050 | 17,050 | ||||||
Robert B. Burger, Jr. | 17,900 | 17,900 | ||||||
Elise Peters Carey(1) | 13,150 | 13,150 | ||||||
Mensel D. Dean, Jr. | 18,250 | 18,250 | ||||||
Larry Dees | 23,700 | 23,700 | ||||||
Kenneth E. Flynt | 17,400 | 17,400 | ||||||
James E. Gander, II | 17,400 | 17,400 | ||||||
John H.H. Graves | 17,400 | 17,400 | ||||||
Andrew C. Holzwarth(2) | 1,200 | 1,200 | ||||||
Robert S. Janney | 19,950 | 19,950 | ||||||
Richard L. Masincup(3) | 6,700 | 6,700 | ||||||
Mark W. Sisk(2) | 1,200 | 1,200 | ||||||
William W. Stokes | 16,700 | 16,700 | ||||||
A. Pierce Stone(2) | 1,200 | 1,200 | ||||||
Malcolm R. Sullivan, Jr. | 18,000 | 18,000 | ||||||
Donald R. Vaughan(1) | 13,000 | 13,000 | ||||||
Carolyn J. Woodruff(1) | 14,000 | 14,000 | ||||||
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In 2019,non-employee directors of the Company received a $7,200 annual retainer, with the exception of the Chairman, who received a $12,000 annual retainer. They also received $600 for each regular meeting of the Company’s Board attended and $250 for each committee meeting attended, other than the committee chairmen, who received $400 for each committee meeting attended. Additionally, directors received $500 for attending any special meeting of the board. Mr. Plum and Mr. Shook, as executive officers of the Company, are not separately compensated for their service on the boards of the Company and the Bank.
Beginning January 1, 2020,non-employee directors of the Company receive a $14,400 annual retainer, with the exception of the Chairman, who receives a $24,000 annual retainer. They also receive 600 shares of stock per year, awarded on January 1st and vesting on December 31st, provided attendance requirements are met and the director remains in continuous service with the Company through the specified vesting date. Additionally, directors who chair a board committee receive an annual retainer of $1,200.111
Compensation Committee Interlocks and Insider Participation. None of the members of the Company’s compensation committee will be or will have been an officer or employee of the Company or any of its subsidiaries. In addition, none of the Company’s executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of the Company’s directors or on its Compensation Committee.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Beneficial Ownership Table
The following table setsOther than as set forth below, the information asrequired by this Item will be included in the Company’s Definitive Proxy Statement for the 2022 Annual Meeting of April 14, 2020 regardingShareholders and incorporated herein by reference or included in an amendment to this Form 10‑K filed within 120 days after the number of sharesend of the Company’s common stock beneficially ownedfiscal year covered by each director, each named executive officer and by all directors and executive officers as a group. In addition, the table includes information with respect to persons known to the Company who own or may be deemed to own more than 5% of the Company’s common stock as of April 14, 2020. Unless otherwise indicated, all shares are owned directly and the named person possesses sole voting and sole investment power with respect to all such shares.this Form 10-K.
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class | ||||||
Directors and Named Executive Officers: |
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Hunter H. Bost | 32,271 | (2) | * | |||||
Robert B. Burger | 12,029 | * | ||||||
Elise Peters Carey | 65,116 | (2) | 1.15 | % | ||||
Mensel D. Dean, Jr. | 40,600 | (2) | * | |||||
Larry Dees | 155,971 | (2) | 2.76 | % | ||||
Kenneth E. Flynt | 21,133 | (2) | * | |||||
James E. Gander II | 17,225 | (2) | * | |||||
John H.H. Graves | 2,421 | * | ||||||
Andrew C. Holzwarth | 79,690 | (2) | 1.41 | % | ||||
Robert S. Janney | 69,695 | (2) | 1.23 | % | ||||
Brian K. Plum | 40,401 | (3)(4) | * | |||||
Gary R. Shook | 50,017 | (4) | * | |||||
Mark W. Sisk | 76,226 | (2) | 1.35 | % | ||||
William W. Stokes | 6,943 | * | ||||||
A. Pierce Stone | 274,660 | (2) | 4.85 | % | ||||
Amanda G. Story | 7,462 | (3)(4) | * | |||||
Malcolm R. Sullivan Jr. | 12,505 | (2) | * | |||||
Donald R. Vaughan | 7,051 | * | ||||||
Carolyn J. Woodruff | 32,858 | * | ||||||
All of the Company’s directors and executive officers as a group (20 individuals) | 1,004,274 | (2)(3) | 17.74 | % | ||||
5% Shareholders who are not Directors or Named Executive Officers: | ||||||||
Richard T. Spurzem(5) | 738,339 | (6) | 13.04 | % | ||||
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Equity Compensation Plan Table
The following table summarizes information, as of December 31, 2019,2021, relating to the Company’s stock-based compensation plans, pursuant to which awards may be granted from time to time in the form of incentive stock options,non-qualified stock options, stock appreciation rights, restricted awards, performance share awards, and performance compensation awards in the form of common stock.stock from time to time.
Number of | Weighted-Average | Number of | ||||||||||||||||||
Equity compensation plans approved | — | $ | — | 247,626 | ||||||||||||||||
Equity compensation plans not approved | ||||||||||||||||||||
— | — | — | ||||||||||||||||||
Total | — | $ | — | 247,626 | ||||||||||||||||
(1) The information in this column does not include a total of 57,607 shares of common stock that are issuable upon the exercise of stock options assumed in the Bay Banks Merger with a weighted-average exercise price of $11.75 per share.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Certain Relationships
The information required by this Item will be included in the Company’s Definitive Proxy Statement for the 2022 Annual Meeting of Shareholders and Related Transactions
Someincorporated herein by reference or included in an amendment to this Form 10‑K filed within 120 days after the end of the directors and officers of the Company are at present, as in the past, customers of the Company, and the Company has had, and expects to have in the future, banking relationships in the ordinary course of its business with directors, officers, principal shareholders, and their associates, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with persons not related to the Company. These transactions do not involve more than the normal risk of collectability or present other unfavorable features.fiscal year covered by this Form 10-K.
There are no legal proceedings to which any director, officer, or principal shareholder, or any affiliate thereof, is a party that would be material and adverse to the Company.
The Company has not adopted a formal policy that covers the review and approval of related person transactions by the Company’s Board. The Company’s Board, however, does review all such transactions that are proposed to it for approval. During such a review, the Company’s Board will consider, among other things, the related person’s relationship to the Company, the facts and circumstances of the proposed transaction, the aggregate dollar amount of the transaction, the related person’s relationship to the transaction, and any other material information. The Company’s Governance Committee also has the responsibility to review significant conflicts of interest involving directors or executive officers.
Board Independence
The Company’s Board in its business judgment has determined that 16 of its 18 members are “independent” as that term is defined by the NYSE. Mr. Plum and Mr. Shook were not determined to be independent due to their positions as executive officers of the Company.
In addition, the Company’s Board considered the following transactions between the Company and certain of its directors or their affiliates to determine whether such director was independent under the above standards: Mr. Janney, a partner in the law firm of Janney & Janney, PLC, provides legal services through his law firm to the Company from time to time.
ITEM 14: PRINCIPAL ACCOUNTINGACCOUNTANT FEES AND SERVICES
The following table presents aggregate fees paidinformation required by this Item will be included in the Company’s Definitive Proxy Statement for the 2022 Annual Meeting of Shareholders and incorporated herein by reference or included in an amendment to be paid bythis Form 10‑K filed within 120 days after the Company and the Bank for professional services rendered by Brown, Edwards & Company, LLP. Audit fees include audit and review services, consents and review of documents filed with the SEC. Audit-related fees consist of research and consultation concerning financial accounting and reporting standards and auditsend of the Company’s benefit plans. Tax fees include preparation of federal and state tax returns and consultation regarding tax compliance issues.fiscal year covered by this Form 10-K.
Fees to Brown, Edwards & Company, LLP in 2019 and 2018
112
| Fiscal 2019 | Fiscal 2018 | |||||||
Audit Fees | $ | 153,331 | $ | 77,508 | ||||
Audit-related Fees | 10,000 | — | ||||||
Tax Fees | 12,500 | 21,015 | ||||||
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Total Fees | $ | 175,831 | $ | 98,523 | ||||
The Audit and Risk Governance Committeepre-approves all audit, audit related and tax services on an annual basis, and, in addition, authorizes individual engagements as needed.
PART IV
ITEM 15: EXHIBITS,EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
Exhibit Number | Description | |
2.1 | ||
2.2 | ||
3.1 | ||
3.2 | ||
3.3 | ||
3.4 | ||
4.1 | ||
4.2 | ||
4.3 | ||
4.4 | ||
10.1 | ||
10.2 | ||
10.3 | ||
10.4 | ||
10.5 | ||
10.6 | Blue Ridge Bankshares, Inc. Equity Incentive Plan, as amended. | |
10.7 | ||
10.8 | ||
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10.9 | ||
10.10 | ||
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| Form of Subordinated Note Purchase Agreement, dated October 7, 2019, by and among | ||
10.12 | ||
10.13 | ||
10.14 | ||
10.15 | ||
14.1 | ||
21.1 | ||
23.1 | Consent of Independent Registered Public Accounting Firm – Elliott Davis, LLC. | |
31.1 | ||
31.2 | ||
32.1 | ||
101 | ||
The following materials from the Company’s Annual Report on Form10-K for the year ended December 31, | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit | |
SIGNATURESITEM 16: FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 11, 2022 | By: | /s/ Brian K. Plum | ||||
Brian K. Plum | ||||||
President and Chief Executive Officer | ||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
115
Signature | Title | Date | ||||||||
/s/ Brian K. Plum | President, Chief Executive Officer and | March 11, 2022 | ||||||||
Brian K. Plum | Director (Principal Executive Officer) | |||||||||
/s/ Judy C. Gavant | Executive Vice President and Chief | March 11, 2022 | ||||||||
Judy C. Gavant | Officer (Principal Financial Officer) | |||||||||
/s/ Amanda G. Story | Chief Accounting Officer (Principal | March 11, 2022 | ||||||||
Amanda G. Story | Accounting Officer) | |||||||||
/s/ Larry Dees | Chairman of the Board | March 11, 2022 | ||||||||
Larry Dees | ||||||||||
/s/ Hunter H. Bost | Director | March 11, 2022 | ||||||||
Hunter H. Bost | ||||||||||
/s/ Elizabeth H. Crowther | Director | March 11, 2022 | ||||||||
Elizabeth H. Crowther | ||||||||||
/s/ Mensel D. Dean, Jr. | Director | March 11, 2022 | ||||||||
Mensel D. Dean, Jr. | ||||||||||
/s/ Richard A. Farmar, III | Director | March 11, 2022 | ||||||||
Richard A. Farmar, III | ||||||||||
/s/ Andrew C. Holzwarth | Director | March 11, 2022 | ||||||||
Andrew C. Holzwarth | ||||||||||
/s/ Robert S. Janney | Director | March 11, 2022 | ||||||||
Robert S. Janney | ||||||||||
/s/ Julien G. Patterson | Director | March 11, 2022 | ||||||||
Julien G. Patterson | ||||||||||
/s/ Randolph N. Reynolds, Jr. | Director | March 11, 2022 | ||||||||
Randolph N. Reynolds, Jr. | ||||||||||
/s/ C. Frank Scott, III | Director | March 11, 2022 | ||||||||
C. Frank Scott, III | ||||||||||
/s/ Vance H. Spilman | Director | March 11, 2022 | ||||||||
Vance H. Spilman | ||||||||||
/s/ William W. Stokes | Director | March 11, 2022 | ||||||||
William W. Stokes | ||||||||||
/s/ Carolyn J. Woodruff | Director | March 11, 2022 | ||||||||
Carolyn J. Woodruff |
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