Bank of the James Financial (BOTJ) 10-Q 2013 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 2013

BANK OF THE JAMES FINANCIAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Virginia	001-35402	20-0500300
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)
828 Main Street, Lynchburg, VA		24504
(Address of principal executive offices)		(Zip Code)

(434) 846-2000

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 3,352,725 shares of Common Stock, par value $2.14 per share, were outstanding at May 10, 2013.

Table of Contents

PART I – FINANCIAL INFORMATION	1
Item 1. Consolidated Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3. Quantitative and Qualitative Disclosures About Market Risk	46
Item 4. Controls and Procedures	46
PART II – OTHER INFORMATION	46
Item 1. Legal Proceedings	46
Item 1A. Risk Factors	46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3. Defaults Upon Senior Securities	46
Item 4. Mine Safety Disclosures	46
Item 5. Other Information	46
Item 6. Exhibits	47
SIGNATURES	48

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Balance Sheets

(dollar amounts in thousands, except per share amounts) (2013 unaudited)

	3/31/2013			12/31/2012
Assets
Cash and due from banks	$	20,249		$	16,827
Federal funds sold		6,943			24,171
Total cash and cash equivalents		27,192			40,998
Securities held-to-maturity (fair value of $3,397 in 2013 and $3,417 in 2012)		3,069			3,075
Securities available-for-sale, at fair value		45,702			50,294
Restricted stock, at cost		1,428			1,538
Loans, net of allowance for loan losses of $5,606 in 2013 and $5,535 in 2012		325,510			319,922
Loans held for sale		804			904
Premises and equipment, net		8,221			8,340
Software, net		220			252
Interest receivable		1,375			1,557
Cash value - bank owned life insurance		9,006			8,931
Other real estate owned, net of valuation allowance		2,318			2,112
Income taxes receivable		291			624
Deferred tax asset		1,587			1,367
Other assets		1,363			1,467
Total assets	$	428,086		$	441,381
Liabilities and Stockholders’ Equity
Deposits
Noninterest bearing demand	$	65,212		$	66,917
NOW, money market and savings		226,619			239,812
Time		93,363			92,286
Total deposits		385,194			399,015
FHLB borrowings		2,000			2,000
Capital notes		10,000			10,000
Interest payable		73			70
Other liabilities		847			683
Total liabilities	$	398,114		$	411,768
Stockholders’ equity
Common stock $2.14 par value; authorized 10,000,000 shares; issued and outstanding 3,352,725 as of March 31, 2013 and December 31, 2012	$	7,175		$	7,175
Additional paid-in-capital		22,806			22,806
Accumulated other comprehensive income		139			568
Retained deficit		(148	)		(936	)
Total stockholders’ equity	$	29,972		$	29,613
Total liabilities and stockholders’ equity	$	428,086		$	441,381

See accompanying notes to these consolidated financial statements

1

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Income

(dollar amounts in thousands, except per share amounts) (unaudited)

	For the Three Months
	Ended March 31,
	2013		2012
Interest Income
Loans	$	4,163	$	4,224
Securities
US Government and agency obligations		190		280
Mortgage backed securities		4		13
Municipals		152		154
Dividends		5		4
Other (Corporates)		16		6
Federal Funds sold		7		5
Total interest income		4,537		4,686
Interest Expense
Deposits
NOW, money market savings		124		205
Time Deposits		323		421
FHLB borrowings		19		74
Reverse repurchase agreements		—		15
Capital notes		150		105
Total interest expense		616		820
Net interest income		3,921		3,866
Provision for loan losses		235		750
Net interest income after provision for loan losses		3,686		3,116
Other operating income
Mortgage fee income		319		226
Service charges, fees and commissions		303		283
Increase in cash value of life insurance		75		82
Other		8		39
Gain on sale of available-for-sale securities		259		41
Total other operating income		964		671
Other operating expenses
Salaries and employee benefits		1,776		1,503
Occupancy		305		286
Equipment		261		253
Supplies		90		113
Professional, data processing, and other outside expense		561		498
Marketing		86		104
Credit expense		55		56
Other real estate expenses		79		48
FDIC insurance expense		144		144
Other		174		279
Amortization of tax credit investment		—		—
Total other operating expenses		3,531		3,284
Income before income taxes		1,119		503
Income tax expense		331		143
Net Income	$	788	$	360
Weighted average shares outstanding - basic		3,352,725		3,342,415
Weighted average shares outstanding - diluted		3,352,855		3,342,415
Income per common share - basic	$	0.24	$	0.11
Income per common share - diluted	$	0.24	$	0.11

See accompanying notes to these consolidated financial statements

2

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

Three months ended March 31, 2013 and 2012

(dollar amounts in thousands) (unaudited)

	Three months ended
	March 31,
	2013			2012
Net Income	$	788		$	360
Other comprehensive income (loss)
Unrealized gains (losses) on securities available-for-sale net of deferred taxes of $132 and $54 for the three month periods ended March 31, 2013 and 2012		(258	)		(102	)
Reclassification adjustment for gains included in net income, net of taxes of $88 and $14 for the three month periods ended March 31, 2013 and 2012		(171	)		(27	)
Other comprehensive income (loss), net of tax		(429	)		(129	)
Comprehensive income	$	359		$	231

See accompanying notes to these consolidated financial statements

3

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Three Months ended March 31, 2013 and 2012

(dollar amounts in thousands) (unaudited)

	Three Months Ended March 31,
	2013			2012
Cash flows from operating activities
Net Income	$	788		$	360
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation		179			165
Net amortization and accretion of premiums and discounts on securities		96			158
(Gain) on sale of available for sale securities		(259	)		(41	)
Provision for loan losses		235			750
Loss on sale of other real estate owned		21			16
Decrease (increase) in loans held-for-sale		100			(571	)
(Increase) in cash value of life insurance		(75	)		(82	)
Decrease (increase) in interest receivable		182			(51	)
Decrease in other assets		104			177
Decrease in income taxes receivable		333			141
Increase in interest payable		3			3
Increase in other liabilities		164			999
Writedown on other real estate owned		25			60
Net cash provided by operating activities	$	1,896		$	2,084
Cash flows from investing activities
Purchases of securities available for sale	$	(7,972	)	$	(17,650	)
Proceeds from maturities, calls and paydowns of securities available for sale		2,041			3,155
Proceeds from sale of securities available for sale		10,043			5,390
(Purchase) redemption of Federal Home Loan Bank stock, net		110			(3	)
Proceeds from sale of other real estate owned		159			518
Origination of loans, net of principal collected		(6,234	)		4,917
Purchases of premises and equipment		(28	)		(74	)
Net cash (used in) investing activities	$	(1,881	)	$	(3,747	)
Cash flows from financing activities
Net (decrease) increase in deposits	$	(13,821	)	$	12,357
Net (decrease) in repurchase agreements		—			(7,654	)
Net cash (used in) provided by financing activities	$	(13,821	)	$	4,703
(Decrease) increase in cash and cash equivalents		(13,806	)		3,040
Cash and cash equivalents at beginning of period	$	40,998		$	23,340
Cash and cash equivalents at end of period	$	27,192		$	26,380
Non cash transactions
Transfer of loans to foreclosed assets	$	411		$	902
Fair value adjustment for securities		(649	)		(199	)
Cash transactions
Cash paid for interest	$	613		$	817
Cash paid for taxes		—			—

See accompanying notes to these consolidated financial statements

4

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(dollars in thousands) (unaudited)

	Total  Shares Outstanding		Common Stock		Additional Paid-in Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Total
Balance at December 31, 2011		3,342,415	$	7,152	$	22,775	$	(3,068	)	$	(54	)	$	26,805
Net Income		—		—		—		360			—			360
Other Comprehensive Income		—		—		—		—			(129	)		(129	)
Balance at March 31, 2012		3,342,415	$	7,152	$	22,775	$	(2,708	)	$	(183	)	$	27,036
Balance at December 31, 2012		3,352,725	$	7,175	$	22,806	$	(936	)	$	568			29,613
Net Income		—		—		—		788			—			788
Other Comprehensive Income		—		—		—		—			(429	)		(429	)
Balance at March 31, 2013		3,352,725	$	7,175	$	22,806	$	(148	)	$	139		$	29,972

See accompanying notes to these consolidated financial statements

5

Notes to Consolidated Financial Statements

Note 1 – Basis of Presentation

The unaudited consolidated financial statements have been prepared by Bank of the James Financial Group, Inc. (“Financial” or the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission. In management’s opinion the accompanying financial statements, which unless otherwise noted are unaudited, reflect all adjustments, consisting solely of normal recurring accruals, necessary for a fair presentation of the financial information as of and for the three months ended March 31, 2013 and 2012 in conformity with accounting principles generally accepted in the United States of America. Additional information concerning the organization and business of Financial, accounting policies followed, and other related information is contained in Financial’s Annual Report on Form 10-K for the year ended December 31, 2012. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the year ended December 31, 2012 included in Financial’s Annual Report on Form 10-K. Results for the three month periods ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

The Company’s primary market area consists of the area commonly referred to as Region 2000 which encompasses the seven jurisdictions of the Town of Altavista, Amherst County, Appomattox County, the City of Bedford, Bedford County, Campbell County, and the City of Lynchburg.

Financial’s critical accounting policy relates to the evaluation of the allowance for loan losses which is based on management’s opinion of an amount that is adequate to absorb loss in the existing loan portfolio of Bank of the James (the “Bank”), Financial’s wholly-owned subsidiary. The allowance for loan losses is established through a provision for loan loss based on available information including the composition of the loan portfolio, historical loan losses (to the extent available due to limited history), specific impaired loans, availability and quality of collateral, age of the various portfolios, changes in local economic conditions, and loan performance and quality of the portfolio. Different assumptions used in evaluating the adequacy of the Bank’s allowance for loan losses could result in material changes in Financial’s financial condition and results of operations. The Bank’s policies with respect to the methodology for determining the allowance for loan losses involve a higher degree of complexity and require management to make subjective judgments that often require assumptions or estimates about uncertain matters. These critical policies and their assumptions are periodically reviewed with the Board of Directors.

Note 2 – Use of Estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Note 3 – Earnings Per Share

Currently, only the option shares granted to certain officers and other employees of Financial pursuant to the Amended and Restated Stock Option Plan of 1999 Financial (the “1999 Plan”) are considered dilutive. The following is a summary of the earnings per share calculation for the three months ended March 31, 2013 and 2012.

6

Note 3 – Earnings Per Share (continued)

	Three months ended
	Mar 31,
	2013		2012
Net income	$	788,000	$	360,000
Weight average number of shares		3,352,725		3,342,415
Options affect of incremental shares		130		—
Weighted average diluted shares		3,352,855		3,342,415
Basic EPS (weighted avg shares)	$	0.24	$	0.11
Diluted EPS (Including Option Shares)	$	0.24	$	0.11

The following table sets forth the incremental shares associated with option shares that were not included in calculating the diluted earnings because their effect was anti-dilutive:

	Three months ended
	March 31,
	2013		2012
Incremental shares excluded from calculating diluted EPS because their effect was anti-dilutive		169,600		216,886

Note 4 – Stock Based Compensation

Accounting standards require companies to recognize the cost of employee services received in exchange for awards of equity instruments, such as stock options and restricted stock, based on the fair value of those awards at the date of grant.

7

Note 4 – Stock Based Compensation (continued)

Stock option plan activity for the three months ended March 31, 2013 is summarized below:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Average Intrinsic Value
Options outstanding, January 1, 2013		175,366	$	9.66
Granted		—		—
Exercised		—		—
Forfeited		—	$	—
Options outstanding, March 31, 2013		175,366		9.66		1.8	$	2,998
Options exercisable, March 31, 2013		175,366	$	9.66		1.8	$	2,998

Intrinsic value is calculated by subtracting exercise price of option shares from the market price of underlying shares and multiplying that amount by the number of options outstanding. No intrinsic value exists where the exercise price is greater than the market price on a given date.

All compensation expense related to the foregoing stock option plan has been recognized. The Company’s ability to grant additional options shares under the 1999 Plan has expired.

Note 5 – Fair Value Measurements

Determination of Fair Value

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

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

8

Note 5 – Fair Value Measurements (continued)

Fair Value Hierarchy

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

• Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

• Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy:

Securities

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow.

Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. Currently, all of the Company’s securities are considered to be Level 2 securities.

9

Note 5 – Fair Value Measurements (continued)

The following table summarizes the Company’s financial assets that were measured at fair value on a recurring basis during the period.

			Carrying Value at March 31, 2013
Description	Balance as of March 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
US Treasuries	$	1,966	$	—	$	1,966	$	—
US agency obligations		22,049		—		22,049
Mortgage-backed securities		1,769		—		1,769		—
Municipals		18,427		—		18,427		—
Other (corporates)		1,491		—		1,491		—
Total available-for-sale securities	$	45,702	$	—	$	45,702	$	—
			Carrying Value at December 31, 2012
Description	Balance as of December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
US agency obligations	$	23,069	$	—	$	23,069	$	—
Mortgage-backed securities		1,812		—		1,812		—
Municipals		22,804				22,804
Other (corporates)		2,609		—		2,609		—
Total available-for-sale securities	$	50,294	$	—	$	50,294	$	—

Impaired loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Fair value is measured based on the value of the collateral securing the loans. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Bank using observable market data (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property is over one year old, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.

10

Note 5 – Fair Value Measurements (continued)

Loans held for sale

Loans held for sale are carried at estimated fair value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during the period ended March 31, 2013. Gains and losses on the sale of loans are recorded within mortgage fee income on the Consolidated Statements of Income.

Other real estate owned

Certain assets such as other real estate owned (OREO) are measured at fair value less cost to sell. We believe that the fair value component in its valuation follows the provisions of ASC 820.

Real estate acquired through foreclosure is transferred to OREO. The measurement of loss associated with OREO is based on the fair value of the collateral compared to the unpaid loan balance and anticipated costs to sell the property. The value of OREO collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Bank using observable market data.

Any fair value adjustments are recorded in the period incurred and expensed against current earnings. The carrying values of all OREO properties are considered to be Level 3.

The following table summarizes the Company’s impaired loans, loans held for sale, and OREO measured at fair value on a nonrecurring basis during the period (in thousands).

			Carrying Value at March 31, 2013
Description	Balance as of March 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans*	$	7,089	$	—	$	—	$	7,089
Loans held for sale		804		—		804		—
Other real estate owned		2,318		—		—		2,318

* Includes loans charged down during the quarter to the net realizable value of the collateral.

			Carrying Value at December 31, 2012
Description	Balance as of December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans*	$	6,836	$	—	$	—	$	6,836
Loans held for sale		904		—		904		—
Other real estate owned		2,112		—		—		2,112

* Includes loans charged down during the quarter to the net realizable value of the collateral.

11

Note 5 – Fair Value Measurements (continued)

The following table sets forth information regarding the quantitative inputs used to value assets classified as Level 3:

	Quantitative information about Level 3 Fair Value Measurements for  March 31, 2013 (dollars in thousands)
	Fair Value		Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Assets
Impaired loans	$	7,089	Discounted appraised value	Selling cost	5% - 10% (6%)
				Discount for lack of marketability and age of appraisal	0% - 25% (15%)
OREO		2,318	Discounted appraised value	Selling cost	5% - 10% (6%)
				Discount for lack of marketability and age of appraisal	0% - 25% (15%)
	Quantitative information about Level 3 Fair Value Measurements for  December 31, 2012 (dollars in thousands)
	Fair Value		Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Assets
Impaired loans	$	6,836	Discounted appraised value	Selling cost	5% - 10% (6%)
				Discount for lack of marketability and age of appraisal	0% - 25% (15%)
OREO		2,112	Discounted appraised value	Selling cost	5% - 10% (6%)
				Discount for lack of marketability and age of appraisal	0% - 25% (15%)

Financial Instruments

Cash, cash equivalents and Federal Funds sold

The carrying amounts of cash and short-term instruments approximate fair values.

Loans

For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for certain fixed rate loans are based on quoted market prices of similar loans adjusted for differences in loan characteristics. Fair values for other loans such as commercial real estate and commercial and industrial loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values of impaired loans are estimated as described above. The carrying values of all loans are considered to be Level 3.

Bank Owned Life Insurance (BOLI)

The carrying amount approximates fair value. The carrying values of all BOLI is considered to be Level 2.

12

Note 5 – Fair Value Measurements (continued)

Deposits

Fair values disclosed for demand deposits (e.g., interest and noninterest checking, savings, and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed rate certificates of deposit are estimated using discounted cash flow analyses that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits. The carrying values of all deposits are considered to be Level 2.

FHLB borrowings

The fair value of FHLB borrowings is estimated using discounted cash flow analysis based on the rates currently offered for borrowings of similar remaining maturities and collateral requirements. The carrying values of all FHLB borrowings are considered to be Level 2.

Short-term borrowings

The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings maturing within ninety days approximate fair value. The carrying values of all short term borrowings are considered to be Level 2.

Capital notes

Fair values of capital notes are based on market prices for debt securities having similar maturity and interest rate characteristics. The carrying values of all capital notes are considered to be Level 2.

Accrued interest

The carrying amounts of accrued interest approximate fair value. The carrying values of all accrued interest is considered to be Level 2.

Off-balance sheet credit-related instruments

Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Fair value of off-balance sheet credit-related instruments were deemed to be immaterial at March 31, 2013 and December 31, 2012 and therefore are not included in the table below.

13

Note 5 – Fair Value Measurements (continued)

The estimated fair values, and related carrying or notional amounts, of Financial’s financial instruments are as follows (in thousands):

			Fair Value Measurements at March 31, 2013 using
	Carrying Amounts		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance
Assets
Cash and due from banks	$	20,249	$	20,249	$	—	$	—	$	20,249
Federal funds sold		6,943		6,943		—		—		6,943
Securities
Available-for-sale		45,702		—		45,702		—		45,702
Held-to-maturity		3,069		—		3,397		—		3,397
Loans, net		325,510		—		—		336,642		336,642
Loans held for sale		804		—		804		—		804
Interest receivable		1,375		—		1,375		—		1,375
BOLI		9,006		—		9,006		—		9,006
Liabilities
Deposits	$	385,194	$	—	$	386,350	$	—	$	386,350
FHLB borrowings		2,000		—		2,160		—		2,160
Capital notes		10,000		—		10,006		—		10,006
Interest payable		73		—		73		—		73

14

Note 5 – Fair Value Measurements (continued)

			Fair Value Measurements at December 31, 2012 using
	Carrying Amounts		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance
Assets
Cash and due from banks	$	16,827	$	16,827	$	—	$	—	$	16,827
Federal funds sold		24,171		24,171		—		—		24,171
Securities
Available-for-sale		50,294		—		50,294		—		50,294
Held-to-maturity		3,075		—		3,417		—		3,417
Loans, net		319,922		—		—		330,863		330,863
Loans held for sale		904		—		904		—		904
Interest receivable		1,557		—		1,557		—		1,557
BOLI		8,931		—		8,931		—		8,931
Liabilities
Deposits	$	399,015	$	—	$	400,212	$	—	$	400,212
FHLB borrowings		2,000		—		2,160		—		2,160
Capital notes		10,000		—		10,006		—		10,006
Interest payable		70		—		70		—		70

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Bank’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Bank’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment, and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on-balance-sheet and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets that are not considered financial assets include deferred income taxes and bank premises and equipment; a significant liability that is not considered a financial liability is accrued post-retirement benefits. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Financial assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of Financial’s financial instruments will change when interest rate levels change, and that change may be either favorable or unfavorable to the Bank. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment.

15

Note 5 – Fair Value Measurements (continued)

Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Bank’s overall interest rate risk.

Note 6 – Capital Notes

During the third quarter of 2012, Financial closed the private placement of unregistered debt securities (the “2012 Offering”) pursuant to which Financial issued $10,000,000 in principal of notes (the “2012 Notes”). The 2012 Notes have not been and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The 2012 Notes bear interest at the rate of 6% per year with interest payable quarterly in arrears. The notes mature on April 1, 2017, but are subject to prepayment in whole or in part on or after April 1, 2013 at Financial’s sole discretion on 30 days written notice to the holders. Financial used $7,000,000 of the proceeds from the 2012 Offering in April 2012 to pay on maturity the principal due on notes issued in 2009.

16

Note 7 – Investments

The following tables summarize the Bank’s holdings for both securities held-to-maturity and securities available-for-sale as of March 31, 2013 and December 31, 2012 (amounts in thousands):

			March 31, 2013
	Amortized		Gross Unrealized
	Costs		Gains		(Losses)			Fair Value
Held-to-Maturity
US agency obligations	$	3,069	$	328	$	—		$	3,397
Available-for-Sale
US Treasuries	$	1,959	$	7	$	—		$	1,966
US agency obligations		21,965		186		(102	)		22,049
Mortgage-backed securities		1,760		9		—			1,769
Municipals		18,284		323		(180	)		18,427
Other		1,521		—		(30	)		1,491
	$	45,489	$	525	$	(312	)	$	45,702
			December 31, 2012
	Amortized		Gross Unrealized
	Costs		Gains		(Losses)			Fair Value
Held-to-Maturity
US agency obligations	$	3,075	$	342	$	—		$	3,417
Available-for-Sale
US agency obligations	$	22,980	$	184	$	(95	)	$	23,069
Mortgage-backed securities		1,805		7		—			1,812
Municipals		22,099		780		(75	)		22,804
Other		2,548		61		—			2,609
	$	49,432	$	1,032	$	(170	)	$	50,294

17

Note 7 – Investments (continued)

The following tables show the gross unrealized losses and fair value of the Bank’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2013 and December 31, 2012 (amounts in thousands):

	Less than 12 months				More than 12 months				Total
March 31, 2013	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Description of securities
U.S. agency obligations	$	7,881	$	102	$	—	$	—	$	7,881	$	102
Municipals		7,239		180		—		—		7,239		180
Other		1,491		30						1,491		30
Total	$	16,611	$	312	$	—	$	—	$	16,611	$	312
	Less than 12 months				More than 12 months				Total
December 31, 2012	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Description of securities
U.S. agency obligations	$	9,116	$	95	$	—	$	—	$	9,116	$	95
Municipals		1,879		75		—		—		1,879		75
Total	$	10,995	$	170	$	—	$	—	$	10,995	$	170

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and may do so more frequently when economic or market concerns warrant such evaluation. 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, (3) the intent of Financial, if any, to sell the security; (4) whether Financial more likely than not will be required to sell the security before recovering its cost; and (5) whether Financial does not expect to recover the security’s entire amortized cost basis (even if Financial does not intend to sell the security).

At March 31, 2013, the Company did not consider the unrealized losses as other-than-temporary losses due to the nature of the securities involved. As of March 31, 2013, the Bank owned 19 securities that were being evaluated for other than temporary impairment. Two of these securities were S&P rated AAA, 16 were S&P rated AA, and one was S&P rated A. As of March 31, 2013, five of these securities were obligations government sponsored entities, 12 were municipal issues, and two were publicly traded U.S. corporations.

Based on the analysis performed by management as mandated by the Bank’s investment policy, management believes the default risk to be minimal. Because the Bank expects to recover the entire amortized cost basis, no declines currently are deemed to be other-than-temporary.

18

Note 8 – Business Segments

The Company has two reportable business segments: (i) a traditional full service community banking segment and, (ii) a mortgage loan origination business. The community banking business segment includes Bank of the James which provides loans, deposits, investments and insurance to retail and commercial customers throughout Region 2000. The mortgage segment provides a variety of mortgage loan products principally within Region 2000. Mortgage loans are originated and sold in the secondary market through purchase commitments from investors. Because of the pre-arranged purchase commitments, there is minimal risk to the Company.

Both of the Company’s reportable segments are service based. The mortgage business is a fee-based business while the Bank’s primary source of revenue is net interest income. The Bank also provides a referral network for the mortgage origination business. The mortgage business may also be in a position to refer its customers to the Bank for banking services when appropriate.

Information about reportable business segments and reconciliation of such information to the consolidated financial statements for the three months ended March 31, 2013 and 2012 was as follows (dollars in thousands):

Business Segments

	Community Banking		��	Mortgage		Total
Three months ended March 31, 2013
Net interest income	$	3,921		$	—	$	3,921
Provision for loan losses		235			—		235
Net interest income after provision for loan losses		3,686			—		3,686
Noninterest income		645			319		964
Noninterest expenses		3,278			253		3,531
Income before income taxes		1,053			66		1,119
Income tax expense		309			22		331
Net income	$	744		$	44	$	788
Total assets	$	427,233		$	853	$	428,086
Three months ended March 31, 2012
Net interest income	$	3,866		$	—	$	3,866
Provision for loan losses		750			—		750
Net interest income after provision for loan losses		3,116			—		3,116
Noninterest income		445			226		671
Noninterest expenses		3,089			195		3,284
Income before income taxes		472			31		503
Income tax expense		132			11		143
Net income	$	340		$	20	$	360
Total assets	$	432,291		$	1,081	$	433,372

19

Note 9 – Loans, allowance for loan losses and OREO

Management has an established methodology used to determine the adequacy of the allowance for loan losses that assesses the risks and losses inherent in the loan portfolio. For purposes of determining the allowance for loan losses, the Bank has segmented certain loans in the portfolio by product type. Within these segments, the Bank has sub-segmented its portfolio by classes within the segments, based on the associated risks within these classes. The classifications set forth below do not correspond directly to the classifications set forth in the call report (Form FFIEC 041). Management has determined that the classifications set forth below are more appropriate for use in identifying and managing risk in the loan portfolio.

Loan Segments:	Loan Classes:
Commercial	Commercial and industrial loans
Commercial real estate	Commercial mortgages – owner occupied
	Commercial mortgages – non-owner occupied
	Commercial construction
Consumer	Consumer unsecured
	Consumer secured
Residential	Residential mortgages
	Residential consumer construction

A summary of loans, net is as follows (dollars in thousands):

	As of:
	March 31, 2013		December 31, 2012
Commercial	$	57,408	$	55,084
Commercial real estate		156,912		153,416
Consumer		70,441		70,639
Residential		46,355		46,318
Total loans		331,116		325,457
Less allowance for loan losses		5,606		5,535
Net loans	$	325,510	$	319,922

The Bank’s internal risk rating system is in place to grade commercial and commercial real estate loans. Category ratings are reviewed periodically by lenders and the credit review area of the Bank based on the borrower’s individual situation. Additionally, internal and external monitoring and review of credits are conducted on an annual basis.

20

Note 9 – Loans, allowance for loan losses and OREO (continued)

Below is a summary and definition of the Bank’s risk rating categories:

RATING 1	Excellent
RATING 2	Above Average
RATING 3	Satisfactory
RATING 4	Acceptable / Low Satisfactory
RATING 5	Monitor
RATING 6	Special Mention
RATING 7	Substandard
RATING 8	Doubtful
RATING 9	Loss

We segregate loans into the above categories based on the following criteria and we review the characteristics of each rating at least annually, generally during the first quarter. The characteristics of these ratings are as follows:

• “Pass.” These are loans having risk ratings of 1 through 4. Pass loans are to persons or business entities with an acceptable financial condition, appropriate collateral margins, appropriate cash flow to service the existing loan, and an appropriate leverage ratio. The borrower has paid all obligations as agreed and it is expected that this type of payment history will continue. When necessary, acceptable personal guarantors support the loan.

• “Monitor.” These are loans having a risk rating of 5. Monitor loans have currently acceptable risk but may have the potential for a specific defined weakness in the borrower’s operations and the borrower’s ability to generate positive cash flow on a sustained basis. The borrower’s recent payment history may currently or in the future be characterized by late payments. The Bank’s risk exposure is mitigated by collateral supporting the loan. The collateral is considered to be well-margined, well maintained, accessible and readily marketable.

• “Special Mention.” These are loans having a risk rating of 6. Special Mention loans have weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the 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. These loans do warrant more than routine monitoring due to a weakness caused by adverse events.

• “Substandard.” These are loans having a risk rating of 7. Substandard loans are considered to have specific and well-defined weaknesses that jeopardize the viability of the Bank’s credit extension. The payment history for the loan has been inconsistent and the expected or projected primary repayment source may be inadequate to service the loan. The estimated net liquidation value of the collateral pledged and/or ability of the personal guarantor(s) to pay the loan may not adequately protect the Bank. There is a distinct possibility that the Bank will sustain some loss if the deficiencies associated with the loan are not corrected in the near term. A substandard loan would not automatically meet our definition of impaired unless the loan is significantly past due and the borrower’s performance and financial condition provides evidence that it is probable that the Bank will be unable to collect all amounts due.

• “Doubtful.” These are loans having a risk rating of 8. Doubtful rated loans have all the weaknesses inherent in a loan that is classified substandard but with 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. The possibility of loss is extremely high.

• “Loss.” These are loans having a risk rating of 9. Loss rated loans are not considered collectible under normal circumstances and there is no realistic expectation for any future payment on the loan. Loss rated loans are fully charged off.

21

Note 9 – Loans, allowance for loan losses and OREO (continued)

Financing Receivables on Non-Accrual Status

(dollars in thousands)

	As of
	March 31, 2013		December 31, 2012
Commercial	$	1,882	$	2,100
Commercial Real Estate:
Commercial Mortgages-Owner Occupied		1,431		1,431
Commercial Mortgages-Non-Owner Occupied		1,201		853
Commercial Construction		726		849
Consumer
Consumer Unsecured		9		—
Consumer Secured		77		—
Residential:
Residential Mortgages		714		1,113
Residential Consumer Construction		—		—
Totals	$	6,040	$	6,346

We also classify other real estate owned (OREO) as a nonperforming asset. OREO represents real property owned by the Bank either through purchase at foreclosure or received from the borrower through a deed in lieu of foreclosure. OREO increased to $2,318,000 on March 31, 2013 from $2,112,000 on December 31, 2012. The following table represents the changes in OREO balance during the three months ended March 31, 2013.

OREO Changes

(dollars in thousands)

	Three Months ended March 31, 2013
Balance at the beginning of the year (net)	$	2,112
Transfers from loans		411
Capitalized costs		—
Writedowns		(25	)
Sales proceeds		(159	)
(Loss) on disposition		(21	)
Balance at the end of the period (net)	$	2,318

22

Note 9 – Loans, allowance for loan losses and OREO (continued)

	Impaired Loans (dollars in thousands) For the Nine Months Ended March 31, 2013
2013	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With No Related Allowance Recorded:
Commercial	$	3,887	$	4,062	$	—	$	3,209	$	27
Commercial Real Estate
Commercial Mortgages-Owner Occupied		1,778		1,789		—		2,185		14
Commercial Mortgage Non-Owner Occupied		3,975		4,144		—		5,172		47
Commercial Construction		672		672		—		706		9
Consumer
Consumer Unsecured		—		—		—		—		—
Consumer Secured		355		355		—		412		5
Residential
Residential Mortgages		1,431		1,467		—		1,785		22
Residential Consumer Construction		—		—		—		—		—
With An Allowance Recorded:
Commercial	$	176	$	176	$	176	$	398	$	3
Commercial Real Estate
Commercial Mortgages-Owner Occupied		4,141		4,505		737		3,906		63
Commercial Mortgage Non-Owner Occupied		1,169		1,173		198		1,005		12
Commercial Construction		731		956		107		777		—
Consumer
Consumer Unsecured		1		1		1		1		—
Consumer Secured		401		401		179		466		7
Residential
Residential Mortgages		1,145		1,433		158		1,080		20
Residential Consumer Construction		—		—		—		—		—
Totals:
Commercial	$	4,063	$	4,238	$	176	$	3,607	$	30
Commercial Real Estate
Commercial Mortgages-Owner Occupied		5,919		6,294		737		6,091		77
Commercial Mortgage Non-Owner Occupied		5,144		5,317		198		6,177		59
Commercial Construction		1,403		1,628		107		1,483		9
Consumer
Consumer Unsecured		1		1		1		1		—
Consumer Secured		756		756		179		878		12
Residential
Residential Mortgages		2,576		2,900		158		2,865		42
Residential Consumer Construction		—		—		—		—		—
	$	19,862	$	21,134	$	1,556	$	21,102	$	229

23

Note 9 – Loans, allowance for loan losses and OREO (continued)

	Impaired Loans (dollars in thousands)
	For the Year Ended December 31, 2012
2012	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With No Related Allowance Recorded:
Commercial	$	2,530	$	2,683	$	—	$	2,944	$	30
Commercial Real Estate
Commercial Mortgages-Owner Occupied		2,592		2,754		—		2,402		167
Commercial Mortgage Non-Owner Occupied		6,369		6,528		—		5,625		330
Commercial Construction		740		742		—		922		52
Consumer
Consumer Unsecured		—		—		—		—		—
Consumer Secured		469		554		—		381		34
Residential
Residential Mortgages		2,138		2,263		—		1,500		112
Residential Consumer Construction		—		—		—		—		—
With An Allowance Recorded:
Commercial	$	620	$	780	$	373	$	1,794	$	42
Commercial Real Estate
Commercial Mortgages-Owner Occupied		3,671		3,869		525		3,094		226
Commercial Mortgage Non-Owner Occupied		840		842		189		1,715		42
Commercial Construction		823		1,048		94		1,262		2
Consumer
Consumer Unsecured		1		1		1		1		—
Consumer Secured		530		530		195		736		35
Residential
Residential Mortgages		1,015		1,303		160		1,469		42
Residential Consumer Construction		—		—		—		—		—
Totals:
Commercial	$	3,150	$	3,463	$	373	$	4,738	$	72
Commercial Real Estate
Commercial Mortgages-Owner Occupied		6,263		6,623		525		5,496		393
Commercial Mortgage Non-Owner Occupied		7,209		7,370		189		7,340		372
Commercial Construction		1,563		1,790		94		2,184		54
Consumer
Consumer Unsecured		1		1		1		1		—
Consumer Secured		999		1,084		195		1,117		69
Residential
Residential Mortgages		3,153		3,566		160		2,969		154
Residential Consumer Construction		—		—		—		—		—
	$	22,338	$	23,897	$	1,537	$	23,845	$	1,114

24

Note 9 – Loans, allowance for loan losses and OREO (continued)

	Allowance for Credit Losses and Recorded Investment in Financing Receivables
	(dollars in thousands)
	For the Three Months Ended March 31, 2013
				Commercial
2013	Commercial			Real Estate			Consumer			Residential			Total
Allowance for Credit Losses:
Beginning Balance	$	987		$	2,849		$	1,057		$	642		$	5,535
Charge-offs		(19	)		(149	)		(7	)		(11	)		(186	)
Recoveries		8			—			14			—			22
Provision		(120	)		329			77			(51	)		235
Ending Balance	$	856		$	3,029		$	1,141		$	580		$	5,606
Ending Balance: Individually evaluated for impairment	$	176		$	1,042		$	180		$	158		$	1,556
Ending Balance: Collectively evaluated for impairment		680			1,987			961			422			4,050
Totals:	$	856		$	3,029		$	1,141		$	580		$	5,606
Financing Receivables:
Ending Balance: Individually evaluated for impairment		4,063			12,466			757			2,576			19,862
Ending Balance: Collectively evaluated for impairment		53,345			144,446			69,684			43,779			311,254
Totals:	$	57,408		$	156,912		$	70,441		$	46,355		$	331,116

25

Note 9 – Loans, allowance for loan losses and OREO (continued)

	Allowance for Credit Losses and Recorded Investment in Financing Receivables
	(dollars in thousands)
	For the Year Ended December 31, 2012
				Commercial
2012	Commercial			Real Estate			Consumer			Residential			Total
Allowance for Credit Losses:
Beginning Balance	$	892		$	2,677		$	1,486		$	557		$	5,612
Charge-offs		(739	)		(1,061	)		(697	)		(102	)		(2,599	)
Recoveries		18			129			77			9			233
Provision		816			1,104			191			178			2,289
Ending Balance	$	987		$	2,849		$	1,057		$	642		$	5,535
Ending Balance: Individually evaluated for impairment	$	373		$	808		$	196		$	160		$	1,537
Ending Balance: Collectively evaluated for impairment		614			2,041			861			482			3,998
Totals:	$	987		$	2,849		$	1,057		$	642		$	5,535
Financing Receivables:
Ending Balance: Individually evaluated for impairment	$	3,150		$	15,035		$	1,000		$	3,153		$	22,338
Ending Balance: Collectively evaluated for impairment		51,934			138,381			69,639			43,165			303,119
Totals:	$	55,084		$	153,416		$	70,639		$	46,318		$	325,457

26

Note 9 – Loans, allowance for loan losses and OREO (continued)

	Age Analysis of Past Due Financing Receivables as of March 31, 2013 (dollars in thousands)
2013	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days & Accruing
Commercial	$	184	$	—	$	1,882	$	2,066	$	55,342	$	57,408	$	—
Commercial Real Estate:
Commercial Mortgages-Owner Occupied		1,202		535		168		1,905		56,665		58,570		—
Commercial Mortgages-Non-Owner Occupied		497		406		1,019		1,922		86,419		88,341		—
Commercial Construction		139		—		726		865		9,136		10,001		—
Consumer:
Consumer Unsecured		3		—		4		7		3,516		3,523		—
Consumer Secured		46		15		77		138		66,780		66,918		—
Residential:
Residential Mortgages		321		289		76		686		40,120		40,806		—
Residential Consumer Construction		—		—		—		—		5,549		5,549		—
Total	$	2,392	$	1,245	$	3,952	$	7,589	$	323,527	$	331,116	$	—

	Age Analysis of Past Due Financing Receivables as of December 31, 2012 (dollars in thousands)
2012	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days & Accruing
Commercial	$	223	$	14	$	2,100	$	2,337	$	52,747	$	55,084	$	—
Commercial Real Estate:
Commercial Mortgages-Owner Occupied		351		—		168		519		59,412		59,931		—
Commercial Mortgages-Non-Owner Occupied		559		50		853		1,462		82,654		84,116		—
Commercial Construction		547		—		849		1,396		7,973		9,369		—
Consumer:
Consumer Unsecured		2		8		—		10		3,494		3,504		—
Consumer Secured		193		—		—		193		66,942		67,135		—
Residential:
Residential Mortgages		590		68		472		1,130		40,290		41,420		—
Residential Consumer Construction		—		—		—		—		4,898		4,898		—
Total	$	2,465	$	140	$	4,442	$	7,047	$	318,410	$	325,457	$	—

27

Note 9 – Loans, allowance for loan losses and OREO (continued)

	Credit Loss Disclosures
	Credit Quality Information - by Class
	March 31, 2013
	(dollars in thousands)
2013	Pass		Monitor		Special Mention		Substandard		Doubtful		Totals
Commercial	$	50,031	$	1,676	$	1,600	$	4,101	$	—	$	57,408
Commercial Real Estate:
Commercial Mortgages-Owner Occupied		49,593		2,933		125		5,919		—		58,570
Commercial Mortgages-Non Owner Occupied		78,068		2,352		2,411		5,510		—		88,341
Commercial Construction		8,565		—		—		1,436		—		10,001
Consumer
Consumer Unsecured		3,518		—		—		5		—		3,523
Consumer Secured		63,773		1,356		775		1,014		—		66,918
Residential:
Residential Mortgages		37,379		84		480		2,863		—		40,806
Residential Consumer Construction		5,549		—		—		—		—		5,549
Totals	$	296,476	$	8,401	$	5,391	$	20,848	$	—	$	331,116

	Credit Loss Disclosures
	Credit Quality Information - by Class
	December 31, 2012
	(dollars in thousands)
2012	Pass		Monitor		Special Mention		Substandard		Doubtful		Totals
Commercial	$	49,162	$	1,422	$	1,350	$	3,150	$	—	$	55,084
Commercial Real Estate:
Commercial Mortgages-Owner Occupied		49,717		2,952		1,000		6,262		—		59,931
Commercial Mortgages-Non Owner Occupied		72,120		2,212		2,576		7,208		—		84,116
Commercial Construction		7,806		—		—		1,563		—		9,369
Consumer
Consumer Unsecured		3,503		—		—		1		—		3,504
Consumer Secured		63,948		1,343		867		977		—		67,135
Residential:
Residential Mortgages		37,784		—		483		3,153		—		41,420
Residential Consumer Construction		4,898		—		—		—		—		4,898
Totals	$	288,938	$	7,929	$	6,276	$	22,314	$	—	$	325,457

28

Note 9 – Loans, allowance for loan losses and OREO (continued)

There were no loan modifications that would have been classified as Troubled Debt Restructurings (TDR) during the three months ended March 31, 2013 and 2012.

There were no loan modifications classified as TDRs within the last twelve months that defaulted during the three months ended March 31, 2013.

The following table describes TDRs that defaulted within 12 months of the modification during the three months ended March 31, 2012.

For the Three Months Ended March 31, 2012

(dollars in thousands)

Troubled Debt Restructurings That Subsequently Defaulted	Number of Contracts		Recorded Investment
Commercial		2	$	590

Note 10 – Subsequent Events

In preparing these financial statements, Financial has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

Note 11 – Recent accounting pronouncements

In December 2011, the FASB issued ASU 2011-11, “Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities.” This ASU requires entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” The amendments in this ASU apply to all entities that have indefinite-lived intangible assets, other than goodwill, reported in their financial statements. The amendments in this ASU provide an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The amendments also enhance the consistency of impairment testing guidance among long-lived asset categories by permitting an entity to assess qualitative factors to determine whether it is necessary to calculate the asset’s fair value when testing an indefinite-lived intangible asset for impairment. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In January 2013, the FASB issued ASU 2013-01, “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” The amendments in this ASU clarify the scope for derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements and securities borrowing and securities lending transactions that are either offset or subject to netting arrangements. An entity is required to apply the amendments for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

29

Note 11 – Recent accounting pronouncements (continued)

In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” The amendments in this ASU require an entity to present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income. In addition, the amendments require a cross-reference to other disclosures currently required for other reclassification items to be reclassified directly to net income in their entirety in the same reporting period. Companies should apply these amendments for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. The Company has included the required disclosures from ASU 2013-02 in the consolidated financial statements.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “plan” and similar expressions and variations thereof identify certain of such forward-looking statements which speak only as of the dates on which they were made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Factors that could cause actual results to differ from the results discussed in the forward-looking statements include, but are not limited to: economic conditions (both generally and more specifically in the markets in which we operate); competition for our customers from other providers of financial services; government legislation and regulation relating to the banking industry (which changes from time to time and over which we have no control) including but not limited to the Dodd-Frank Wall Street Reform and Consumer Protection Act; changes in the value of real estate securing loans made by the Bank; changes in interest rates; and material unforeseen changes in the liquidity, results of operations, or financial condition of our customers. Other risks, uncertainties and factors could cause our actual results to differ materially from those projected in any forward-looking statements we make.

GENERAL

Critical Accounting Policies

Bank of the James Financial Group, Inc.’s (“Financial”) financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). The financial information contained within our statements is, to a significant extent, based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. We use historical loss ratios as one factor in determining the inherent loss that may be present in our loan portfolio. Actual losses could differ significantly from the historical factors that we use in estimating risk. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of our transactions would be the same, the timing of events that would impact our transactions could change.

30

The allowance for loan losses is management’s estimate of the losses that may be sustained in our loan portfolio. The allowance is based on two basic principles of accounting: (i) ASC 450 “Contingencies”, which requires that losses be accrued when they are probable of occurring and are reasonably estimable and (ii) ASC 310 “Impairment of a Loan”, which requires that losses on impaired loans be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance. Guidelines for determining allowances for loan losses are also provided in the SEC Staff Accounting Bulletin No. 102 – “Selected Loan Loss Allowance Methodology and Documentation Issues” and the Federal Financial Institutions Examination Council’s interagency guidance, “Interagency Policy Statement on the Allowance for Loan and Lease Losses” (the “FFIEC Policy Statement”). See “Management Discussion and Analysis Results of Operations – Allowance for Loan Losses and Loan Loss Reserve” below for further discussion of the allowance for loan losses.

Overview

Financial is a bank holding company headquartered in Lynchburg, Virginia. Our primary business is retail banking which we conduct through our wholly-owned subsidiary, Bank of the James (which we refer to as the “Bank”). We conduct three other business activities: mortgage banking through the Bank’s Mortgage division (which we refer to as “Mortgage”), investment services through the Bank’s Investment division (which we refer to as “Investment”), and insurance activities through BOTJ Insurance, Inc., a subsidiary of the Bank, (which we refer to as “Insurance”).

The Bank is a Virginia banking corporation headquartered in Lynchburg, Virginia. The Bank was incorporated under the laws of the Commonwealth of Virginia as a state chartered bank in 1998 and began banking operations in July 1999. The Bank was organized to engage in general retail and commercial banking business. The Bank is a community-oriented financial institution that provides varied banking services to individuals, small and medium-sized businesses, and professional concerns in the Central Virginia, Region 2000 area, which encompasses the seven jurisdictions of the Town of Altavista, Amherst County, Appomattox County, the City of Bedford, Bedford County, Campbell County, and the City of Lynchburg. The Bank strives to provide its customers with products comparable to statewide regional banks located in its market area, while maintaining the prompt response time and level of service of a community bank. Management believes this operating strategy has particular appeal in the Bank’s market area.

The Bank’s principal office is located at 828 Main Street, Lynchburg, Virginia 24504 and its telephone number is (434) 846-2000. The Bank also maintains a website at www.bankofthejames.com.

Our operating results depend primarily upon the Bank’s net interest income, which is determined by the difference between (i) interest and dividend income on earning assets, which consist primarily of loans, investment securities and other investments, and (ii) interest expense on interest-bearing liabilities, which consist principally of deposits and other borrowings. The Bank’s net income also is affected by its provision for loan losses, as well as the level of its non-interest income, including loan fees and service charges, and its non-interest expenses, including salaries and employee benefits, occupancy expense, data processing expenses, Federal Deposit Insurance Corporation premiums, expense in complying with the Sarbanes-Oxley Act of 2002, miscellaneous other expenses, franchise taxes, and income taxes.

The Bank intends to enhance its profitability by increasing its market share in the Region 2000 area, providing additional services to its customers, and controlling costs.

31

The Bank now services its banking customers through the following nine full service branch locations in the Region 2000 area.

• The main office located at 828 Main Street in Lynchburg (opened October 2004) (the “Main Street Office”),

• A branch located at 615 Church Street in Lynchburg (opened July 1999) (the “Church Street Branch”),

• A branch located at 5204 Fort Avenue in Lynchburg (opened November 2000) (the “Fort Avenue Branch”),

• A branch located on South Amherst Highway in Amherst County (opened June 2002) (the “Madison Heights Branch”),

• A branch located at 17000 Forest Road in Forest (opened February 2005) (the “Forest Branch”),

• A branch located at 4935 Boonsboro Road, Suites C and D in Lynchburg (opened April 2006) (the “Boonsboro Branch”),

• A branch located at 164 South Main Street, Amherst, Virginia (opened January 2007) (the “Amherst Branch”),

• A branch located at 1405 Ole Dominion Boulevard in the City of Bedford, Virginia, located off of Independence Boulevard (opened October 2008) (the “Bedford Branch”), and

• A branch located at 1110 Main Street, Altavista, Virginia (relocated from temporary branch in June 2009) (the “Altavista Branch”).

The Bank also has opened a limited-service branch located in the Westminster-Canterbury facilities located at 501 VES Road, Lynchburg, Virginia 24503.

In addition, the Bank, through its Mortgage division, originates residential mortgage loans through two offices—one located at the Forest Branch and the other located at 1152 Hendricks Store Road, Moneta, Virginia.

The Investment division operates primarily out of its office located at the Church Street Branch.

The Bank continuously evaluates areas located within Region 2000 to identify additional viable branch locations. Based on this ongoing evaluation, the Bank may acquire one or more additional suitable sites.

Subject to regulatory approval, the Bank anticipates opening additional branches during the next two fiscal years. Although numerous factors could influence the Bank’s expansion plans, the following discussion provides a general overview of the additional branch locations that the Bank currently is considering.

Timberlake Road Area, Campbell County (Lynchburg), Virginia.As previously disclosed, the Bank has purchased certain real property located at the intersection of Turnpike and Timberlake Roads, Campbell County, Virginia. The Bank does not anticipate opening a branch at this location prior to 2014. The Bank has determined that the existing structure is not suitable for use as a bank branch.

Rustburg, Virginia. In March, 2011 the Bank purchased certain real property near the intersection of Routes 501 and 24 in Rustburg, Virginia. The structure on the property is being demolished and removed. The Bank does not anticipate opening a branch at this location prior to 2014. The Bank has installed an ATM in a local municipal building in order to establish a presence in this market until the branch has been established.

32

The Bank estimates that the cost of improvements, furniture, fixtures, and equipment necessary to upfit the property will be between $900,000 and $1,500,000 per location.

Although the Bank cannot predict with certainty the financial impact of each new branch, management generally anticipates that each new branch will become profitable within 12 to 18 months of operation.

Except as set forth herein, the Bank does not expect to purchase any significant property or equipment in the upcoming 12 months. Future branch openings are subject to regulatory approval.

OFF-BALANCE SHEET ARRANGEMENTS

The Bank is a party to various financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized in the balance sheets and could impact the overall liquidity and capital resources to the extent customers accept and/or use these commitments.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. A summary of the Bank’s commitments is as follows:

	March 31,  2013 (in thousands)
Commitments to extend credit	$	64,122
Letters of Credit		2,535
Total	$	66,657

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. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on the Bank’s credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Collateral is required in instances that the Bank deems necessary.

SUMMARY OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion represents management’s discussion and analysis of the financial condition of Financial as of March 31, 2013 and December 31, 2012 and the results of operations of Financial for the three month periods ended March 31, 2013 and 2012. This discussion should be read in conjunction with the financial statements included elsewhere herein.

33

All financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Financial Condition Summary

March 31, 2013 as Compared to December 31, 2012

Total assets were $428,086,000 on March 31, 2013 compared with $441,381,000 at December 31, 2012, a decrease of 3.01%. Total assets as of December 31, 2012 temporarily increased because of several deposits to professional settlement accounts related to end-of-the-year real estate and business closings. The decrease as of March 31, 2013 reflects the expected disbursements from these accounts, which reflects the primary reason for the decrease. This led to a decrease in deposits and a corresponding decrease in Federal Funds sold. The Bank also had a slight decrease in its securities portfolio.

Total deposits decreased from $399,015,000 as of December 31, 2012 to $385,194,000 on March 31, 2013, a decrease of 3.46%. Total deposits decreased for the reasons set forth in the prior paragraph.

Total loans increased to $331,116,000 on March 31, 2013 from $325,457,000 on December 31, 2012. Loans, net of unearned income and allowance, increased slightly to $325,510,000 on March 31, 2013 from $319,922,000 on December 31, 2012, an increase of 1.75%. The following summarizes the position of the Bank’s loan portfolio as of the dates indicated by dollar amount and percentages (dollar amounts in thousands):

	March 31, 2013					December 31, 2012
	Amount		Percentage			Amount		Percentage
Commercial	$	57,408		17.34	%	$	55,084		16.93	%
Commercial Real Estate		156,912		47.39	%		153,416		47.13	%
Consumer		70,441		21.27	%		70,639		21.71	%
Residential		46,355		14.00	%		46,318		14.23	%
Total loans	$	331,116		100.00	%	$	325,457		100.00	%

Total nonperforming assets, which consist of non-accrual loans, loans past due 90 days or more and still accruing, and other real estate owned (“OREO”) decreased to $8,358,000 on March 31, 2013 from $8,458,000 on December 31, 2012. This decrease was primarily due to a decrease in non-accrual (or nonperforming) loans which was partially offset by a slight increase in OREO. Non-accrual loans decreased 4.82% to $6,040,000 on March 31, 2013 from $6,346,000 on December 31, 2012. As discussed in more detail below under “Results of Operations—Allowance for Loan Losses”, management has provided for the anticipated losses on these loans in the loan loss reserve. If interest on non-accrual loans had been accrued, such interest on a cumulative basis would have approximated $847,000 and $862,000 as of March 31, 2013 and December 31, 2012, respectively. Loan payments received on non-accrual loans are first applied to principal. When a loan is placed on non-accrual status there are several negative implications. First, all interest accrued but unpaid at the time of the classification is reversed and deducted from the interest income totals for the Bank. Second, accruals of interest are discontinued until it becomes certain that both principal and interest can be repaid. Third, there may be actual losses that necessitate additional provisions for credit losses charged against earnings. These loans were included in the non-performing loan totals listed above.

OREO represents real property acquired by the Bank for debts previously contracted, including through foreclosure, deeds in lieu of foreclosure or repossession. On December 31, 2012, the Bank was

34

carrying 17 OREO properties on its books at a value of $2,112,000. During the three months ended March 31, 2013, the Bank acquired 7 additional OREO properties and disposed of 2 OREO properties, and as of March 31, 2013 the Bank is carrying 22 OREO properties at a value of $2,318,000. The OREO properties are available for sale and are being actively marketed on the Bank’s website and through other means.

The Bank had loans in the amount of $569,000 at March 31, 2013 classified as performing Troubled Debt Restructurings (“TDRs”) as compared to $572,000 at December 31, 2012. None of these TDRs were included in non-accrual loans. These loans have had their original terms modified to facilitate payment by the borrower. The loans have been classified as TDRs primarily due to a change to interest only payments and the maturity of these modified loans is primarily less than one year.

Cash and cash equivalents decreased to $27,192,000 on March 31, 2013 from $40,998,000 on December 31, 2012. Cash and cash equivalents consist of cash due from correspondents, cash in vault, and overnight investments (including federal funds sold). This decrease is in large part due to the decrease in Federal funds sold resulting from the decrease in deposits as explained above. Cash and cash equivalents can vary due to routine fluctuations in deposits, including fluctuations in transactional accounts and professional settlement accounts, both of which are subject to fluctuations.

Securities held-to-maturity decreased to $3,069,000 on March 31, 2013 from $3,075,000 on December 31, 2012. Securities available-for-sale decreased to $45,702,000 on March 31, 2013, from $50,294,000 December 31, 2012. During the three months ended March 31, 2013 the Bank received $2,041,000 in proceeds from maturities and/or calls of securities available-for-sale and $10,043,000 in proceeds from the sale of securities available-for-sale. The Bank purchased $7,972,000 in securities available-for sale during the same period. The decrease from December 31, 2012 in securities available-for-sale was primarily due to the liquidation of securities in anticipation of funding loan growth.

Financial’s investment in Federal Home Loan Bank of Atlanta (FHLBA) stock totaled $620,000 at March 31, 2013 and $731,000 at December 31, 2012, a decrease of $110,000. FHLBA stock is generally viewed as a long-term investment and because there is no market for the stock other than other Federal Home Loan Banks or member institutions, FHLBA stock is viewed as a restricted security. Therefore, when evaluating FHLBA stock for impairment, its value is based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value.

Liquidity and Capital

At March 31, 2013, Financial, on a consolidated basis, had liquid assets of $72,894,000 in the form of cash, interest-bearing and noninterest-bearing deposits with banks, federal funds sold and available-for-sale investments. Management believes that liquid assets were adequate at March 31, 2013. Management anticipates that additional liquidity will be provided by the growth in deposit accounts and loan repayments at the Bank. In addition, the Bank has the ability to purchase federal funds on the open market and borrow from the Federal Reserve Bank’s discount window, if necessary.

Financial has $12,000,000 categorized as “Other borrowings” which consists of the following: i) $2,000,000, on which the Bank pays a fixed rate of 3.785%, from a Federal Home Loan Bank Advance that matures in April 2015; and ii) $10,000,000 from the private placement of unregistered debt securities as previously disclosed (the “2012 Notes”). The 2012 Notes bear interest at the rate of 6% per year with interest payable quarterly in arrears. The notes mature on April 1, 2017, but are subject to prepayment in whole or in part on or after April 1, 2013 at Financial’s sole discretion on 30 days written notice to the holders.

Management is not aware of any trends, events or uncertainties that are reasonably likely to have a material negative impact on Financial’s short-term or long-term liquidity.

35

At March 31, 2013, the Bank had a leverage ratio of 8.65%, a Tier 1 risk-based capital ratio of 11.51% and a total risk-based capital ratio of 12.77%. As of March 31, 2013 and December 31, 2012 the Bank’s regulatory capital levels exceeded those established for well-capitalized institutions. The following table sets forth the minimum capital requirements and the Bank’s capital position as of March 31, 2013 and December 31, 2012:

Bank Level Only Capital Ratios

Analysis of Capital (in 000’s)	March 31, 2013		December 31, 2012
Tier 1 capital
Common Stock	$	3,742	$	3,742
Surplus		19,325		19,325
Retained earnings		13,915		13,006
Total Tier 1 capital	$	36,982	$	36,073
Tier 2 capital
Allowance for loan losses	$	4,035	$	4,064
Total Tier 2 capital:	$	4,035	$	4,064
Total risk-based capital	$	41,017	$	40,137
Risk weighted assets	$	321,195	$	323,655
Average total assets	$	427,633	$	428,851

	Actual						Regulatory Benchmarks
	March 31, 2013			December 31, 2012			For Capital Adequacy Purposes			For Well Capitalized Purposes
Capital Ratios:
Tier 1 capital to average total assets		8.65	%		8.41	%		4.00	%		5.00	%
Tier 1 risk-based capital ratio		11.51	%		11.15	%		4.00	%		6.00	%
Total risk-based capital ratio		12.77	%		12.40	%		8.00	%		10.00	%

The above tables set forth the capital position and analysis for the Bank only. Because total assets on a consolidated basis are less than $500,000,000, Financial is not subject to the consolidated capital requirements imposed by the Bank Holding Company Act. Consequently, Financial does not calculate its financial ratios on a consolidated basis. If calculated, the capital ratios for the Company on a consolidated basis, while remaining “well capitalized,” would be lower than the comparable capital ratios of the Bank because the proceeds from the private placement of the 6% capital notes due on April 1, 2017 do not qualify as equity capital on a consolidated basis.

36

Results of Operations

Comparison of the Three months Ended March 31, 2013 and 2012

Earnings Summary

Financial had net income including all operating segments of $788,000 for the three months ended March 31, 2013 compared to $360,000 for the comparable period in 2012. The basic and diluted earnings per common share for the three months ended March 31, 2013 were $0.24, compared to basic and diluted earnings per share of $0.11 for the three months ended March 31, 2012.

The increase in net income was due in large part to a decreased provision to the allowance for loan loss reserve as discussed in more detail below (See “Allowance for Loan Losses”) and a decrease in interest expense. The increase was partially offset by an increase in non-interest expense.

These operating results represent an annualized return on stockholders’ equity of 11.02 for the three months ended March 31, 2013, compared with 5.38% for the same period in 2012. The Company had an annualized return on average assets for the three months ended March 31, 2013 of 0.74% and 0.34% for three months ended March 31, 2012.

SeeNon-Interest Income below for mortgage business segment discussion.

Interest Income, Interest Expense, and Net Interest Income

Interest income decreased to $4,537,000 for the three months ended March 31, 2013 from $4,686,000 for the same period in 2012, a decrease of 3.18%. Interest income decreased primarily because the average rate received on earning assets decreased to 4.69% for the three months ended March 31, 2013 as compared with 4.78% for the comparable period in 2012. The rate on total average earning assets decreased largely because of a decrease in market rates of interest. Although management cannot be certain, management expects that interest rates will remain near historic lows for the remainder of 2013 and may continue to negatively impact our interest income.

Interest expense decreased to $616,000 for the three months ended March 31, 2013 from $820,000 for the same period in 2012, a decrease of 24.88%. This significant decrease in interest expense resulted in large part from a decrease in the rate paid on balances on deposits. The Bank’s average rate paid on deposits was 0.56% during the three month period ended March 31, 2013 as compared to 0.78% for the same period in 2012. This resulted from management’s efforts to minimize the Bank’s interest expense and maximize its net interest margin.

The fundamental source of the Bank’s revenue is net interest income, which is determined by the difference between (i) interest and dividend income on interest earning assets, which consist primarily of loans, investment securities and other investments, and (ii) interest expense on interest-bearing liabilities, which consist principally of deposits and other borrowings. Net interest income for the three months ended March 31, 2013 was $3,921,000 compared with $3,866,000 for the same period in 2012. The increase in net interest income for the three months ended March 31, 2013 as compared with the comparable period in 2012 was due to a decrease in the rate paid on average interest-bearing liabilities as compared to 2012. The net interest margin was 4.06% for the three months ended March 31, 2013, up from 3.94% for the same period a year ago.

Financial’s net interest margin analysis and average balance sheets are shown in Schedule I on page 44.

37

Non-Interest Income

Non-interest income is comprised primarily of fees and charges on transactional deposit accounts, mortgage loan origination fees, commissions on sales of investments and the Bank’s ownership interest in a title insurance agency. Non-interest income exclusive of gains on sales of securities increased to $705,000 for the three months ended March 31, 2013 from $630,000 for the three months ended March 31, 2012. This increase for the three months ended March 31, 2013 as compared to the same period last year was due primarily to increases in mortgage origination fees and service charges, fees, and commissions. Gain on sales of securities increased to $259,000 for the three months ended March 31, 2013 as compared to $41,000 for the comparable period in 2012.

The Bank, through the Mortgage division, originates both conforming and non-conforming consumer residential mortgage loans in the Region 2000 area. As part of the Bank’s overall risk management strategy, all of the loans originated and closed by the Mortgage division are presold to major national mortgage banking or financial institutions. The Mortgage division assumes no credit or interest rate risk on these mortgages.

Management anticipates that residential mortgage rates will remain near the current historic lows for the remainder of 2013. Management expects that low rates and government-assisted programs such as Home Affordable Refinance Program (HARP) coupled with the Mortgage division’s reputation in Region 2000 will allow us to maintain revenue at the Mortgage division. Because many people able to refinance mortgages have already done so, management expects refinancing activity to decrease. We expect purchase loans to increase.

Revenue from mortgage origination fees increased in the three months period ended March 31, 2013 as compared to the same periods for 2012. Management believes that regulatory pressure may result in a decreased number of competitors to the Mortgage division and this could result in an increase in market share.

Our Investment division provides brokerage services through an agreement with a third-party broker-dealer. Pursuant to this arrangement, the third party broker-dealer operates a service center adjacent to one of the branches of the Bank. The center is staffed by dual employees of the Bank and the broker-dealer. Investment receives commissions on transactions generated and in some cases ongoing management fees such as mutual fund 12b-1 fees. The Investment division’s financial impact on our consolidated revenue has been immaterial. Although management cannot predict the financial impact of Investment with certainty, management anticipates the Investment division’s impact on noninterest income will remain immaterial in 2013.

In the third quarter of 2008, we began providing insurance and annuity products to Bank customers and others, through the Bank’s Insurance subsidiary. The Bank has one full-time and one part-time employee that are dedicated to selling insurance products through Insurance. Insurance generates minimal revenue and its financial impact on our consolidated revenue has been immaterial. Management anticipates that Insurance’s impact on noninterest income will remain immaterial in 2013.

Non-Interest Expense

Non-interest expense for the three months ended March 31, 2013 increased to $3,531,000, or 7.52%, from $3,284,000 for the comparable period in 2012. This increase in non-interest expense from the comparable period in 2012 can be attributed in large part to an increase in compensation expense, discussed in more detail in the following paragraph, and professional data and outside expenses. Other real estate expenses consist primarily of insurance, maintenance, real estate taxes, and other expenses related to property ownership.

38

Total personnel expense was $1,776,000 for the three months period ended March 31, 2013 as compared to $1,503,000 for the same period in 2012. Compensation for some employees of the Mortgage division and the Investment division is commission-based and therefore subject to fluctuation.

Allowance for Loan Losses

The allowance for loan losses represents an amount that, in our judgment, will be adequate to absorb any losses on existing loans that may become uncollectible. The provision for loan losses increases the allowance, and loans charged off, net of recoveries, reduce the allowance. The provision to the allowance for loan losses is charged to earnings to bring the total allowance to a level deemed appropriate by management and is based upon many factors, including calculations of specific impairment of certain loans, general economic conditions, actual and expected credit losses, loan performance measures, historical trends and specific conditions of the individual borrower. Based on the application of the loan loss calculation, the Bank provided $235,000 to the allowance for loan loss for the three months ended March 31, 2013 compared to a provision of $750,000 for the comparable period in 2012.

The decrease in the loan loss provision for the three months ended March 31, 2013 as compared to the same periods in 2012 was due to the following factors:

• The Bank’s asset quality has improved as problem assets, including certain commercial development loans and residential speculative housing construction loans have decreased as the collateral for those loans has been liquidated. Management’s evaluation of these asset classes resulted in the decreased provision in the quarter ended March 31, 2013.

• In light of the current economic environment, management continues its ongoing assessment of specific impairment in the Bank’s loan portfolio. The analysis resulted in a decrease in the provision for the quarter ended March 31, 2013 as compared to the same quarter in 2012.

• General reserves related to consumer loans collectively evaluated for impairment have also increased, but this increase has been offset by a dramatic decline net charge-offs from $356,000 for period ended March 31, 2012 to $164,000 for the comparable period in 2013.

Management believes that the current allowance for loan loss of $5,606,000 (or 1.69% of total loans) at March 31, 2013, as compared to $5,535,000 (or 1.70% of total loans) as of December 31, 2012, is adequate.

39

The following tables summarize the allowance activity for the periods indicated:

2013	Allowance for Credit Losses and Recorded Investment in Financing  Receivables (dollars in thousands)
	For the Three Months Ended March 31, 2013
	Commercial			Commercial Real Estate			Consumer			Residential			Total
Allowance for Credit Losses:
Beginning Balance	$	987		$	2,849		$	1,057		$	642		$	5,535
Charge-offs		(19	)		(149	)		(7	)		(11	)		(186	)
Recoveries		8			—			14			—			22
Provision		(120	)		329			77			(51	)		235
Ending Balance		856			3,029			1,141			580			5,606
Ending Balance: Individually evaluated for impairment	$	176		$	1,042		$	180		$	158		$	1,556
Ending Balance: Collectively evaluated for impairment		680			1,987			961			422			4,050
Totals:	$	856		$	3,029		$	1,141		$	580		$	5,606
Financing Receivables:
Ending Balance: Individually evaluated for impairment		4,063			12,466			757			2,576			19,862
Ending Balance: Collectively evaluated for impairment		53,345			144,446			69,684			43,779			311,254
Totals:	$	57,408		$	156,912		$	70,441		$	46,355		$	331,116

40

2012	Allowance for Credit Losses and Recorded Investment in Financing  Receivables (dollars in thousands)
	For the Year Ended December 31, 2012
	Commercial			Commercial Real Estate			Consumer			Residential			Total
Allowance for Credit Losses:
Beginning Balance	$	892		$	2,677		$	1,486		$	557		$	5,612
Charge-offs		(739	)		(1,061	)		(697	)		(102	)		(2,599	)
Recoveries		18			129			77			9			233
Provision		816			1,104			191			178			2,289
Ending Balance		987			2,849			1,057			642			5,535
Ending Balance: Individually evaluated for impairment	$	373		$	808		$	196		$	160		$	1,537
Ending Balance: Collectively evaluated for impairment		614			2,041			861			482			3,998
Totals:	$	987		$	2,849		$	1,057		$	642		$	5,535
Financing Receivables:
Ending Balance: Individually evaluated for impairment		3,150			15,035			1,000			3,153			22,338
Ending Balance: Collectively evaluated for impairment		51,934			138,381			69,639			43,165			303,119
Totals:	$	55,084		$	153,416		$	70,639		$	46,318		$	325,457

The following sets forth the reconciliation of the allowance for loan loss:

	Three months ended March 31, (in thousands)
	2013			2012
Balance, beginning of period	$	5,535		$	5,612
Provision for loan losses		235			750
Loans charged off		(186	)		(384	)
Recoveries of loans charged off		22			28
Net charge offs		(164	)		(356	)
Balance, end of period	$	5,606		$	6,006

The Bank’s internal risk rating system is in place to grade commercial and commercial real estate loans. Category ratings are reviewed periodically by lenders and the credit review area of the Bank based on the borrower’s individual situation. Additionally, internal and external monitoring and review of credits are conducted on an annual basis.

41

Below is a summary and definition of the Bank’s risk rating categories:

RATING 1	Excellent
RATING 2	Above Average
RATING 3	Satisfactory
RATING 4	Acceptable / Low Satisfactory
RATING 5	Monitor
RATING 6	Special Mention
RATING 7	Substandard
RATING 8	Doubtful
RATING 9	Loss

We segregate loans into the above categories based on the following criteria and we review the characteristics of each rating at least annually, generally during the first quarter. The characteristics of these ratings are as follows:

• “Pass.” These are loans having risk ratings of 1 through 4. Pass loans are to persons or business entities with an acceptable financial condition, appropriate collateral margins, appropriate cash flow to service the existing loan, and an appropriate leverage ratio. The borrower has paid all obligations as agreed and it is expected that this type of payment history will continue. When necessary, acceptable personal guarantors support the loan.

• “Monitor.” These are loans having a risk rating of 5. Monitor loans have currently acceptable risk but may have the potential for a specific defined weakness in the borrower’s operations and the borrower’s ability to generate positive cash flow on a sustained basis. The borrower’s recent payment history may currently or in the future be characterized by late payments. The Bank’s risk exposure is mitigated by collateral supporting the loan. The collateral is considered to be well-margined, well maintained, accessible and readily marketable.

• “Special Mention.” These are loans having a risk rating of 6. Special Mention loans have weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the 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. These loans do warrant more than routine monitoring due to a weakness caused by adverse events.

• “Substandard.” These are loans having a risk rating of 7. Substandard loans are considered to have specific and well-defined weaknesses that jeopardize the viability of the Bank’s credit extension. The payment history for the loan has been inconsistent and the expected or projected primary repayment source may be inadequate to service the loan. The estimated net liquidation value of the collateral pledged and/or ability of the personal guarantor(s) to pay the loan may not adequately protect the Bank. There is a distinct possibility that the Bank will sustain some loss if the deficiencies associated with the loan are not corrected in the near term. A substandard loan would not automatically meet our definition of impaired unless the loan is significantly past due and the borrower’s performance and financial condition provides evidence that it is probable that the Bank will be unable to collect all amounts due.

• “Doubtful.” These are loans having a risk rating of 8. Doubtful rated loans have all the weaknesses inherent in a loan that is classified substandard but with 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. The possibility of loss is extremely high.

• “Loss.” These are loans having a risk rating of 9. Loss rated loans are not considered collectible under normal circumstances and there is no realistic expectation for any future payment on the loan. Loss rated loans are fully charged off.

42

The increase in the balance in the allowance for loan loss reserve as of March 31, 2013 as compared to December 31, 2012 resulted from provisions being higher than the net charge-offs during the first three months of 2013. The loan loss reserve is determined as discussed above.

Net charge offs decreased to $164,000 for the three months ended March 31, 2013 from $356,000 for the same period in 2012. Charged off loans, which are loans that management deems uncollectible, are written against the loan loss reserve and constitute a realized loss. While a charged off loan may subsequently be collected, such recoveries generally are realized over an extended period of time.

Income Taxes

For the three months ended March 31, 2013, Financial had an income tax expense of $331,000 as compared to $143,000 for the three months ended March 31, 2012. This represents an effective tax rate of 29.58% and 28.43% for the respective periods.

Legislation

Expiration of the FDIC’s Transaction Account Guarantee Program (“TAG”). Temporary unlimited deposit insurance coverage for noninterest-bearing transaction accounts under the Dodd-Frank Act expired on December 31, 2012. TAG, which was originally part of the Temporary Liquidity Guarantee Program of 2008, added unlimited insurance coverage to noninterest bearing accounts, regardless of balance. This temporary unlimited coverage was in addition to, and separate from, the general FDIC deposit insurance coverage of up to $250,000 available to depositors. Depending on the perceptions by depositors of the safety and soundness of banking institutions, the termination of the TAG program could result in deposit disintermediation in individual banks and in the banking industry as a whole. As of the date hereof, we have not experienced any material disintermediation.

43

Net Interest Margin Analysis

Average Balance Sheets

For the Three Months Ended March 31, 2013 and 2012

	2013								2012
	Average Balance Sheet			Interest Income/ Expense		Average Rates Earned/ Paid			Average Balance Sheet			Interest Income/ Expense		Average Rates Earned/ Paid
ASSETS
Loans, including fees (1) (2)	$	326,992		$	4,154		5.09	%	$	322,002		$	4,218		5.25	%
Loans held for sale		964			9		3.74	%		774			6		3.11	%
Federal funds sold		8,544			7		0.33	%		7,425			5		0.27	%
Securities (3)		53,003			398		3.01	%		61,017			457		3.00	%
Federal agency equities		1,410			5		1.42	%		1,861			—		—
CBB equity		116			—		—			116			—		—
Total earning assets		391,029			4,573		4.69	%		393,195			4,686		4.78	%
Allowance for loan losses		(5,561	)							(5,749	)
Non-earning assets		43,963								38,584
Total assets	$	429,431							$	426,030
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Demand interest bearing	$	91,069		$	53		0.23	%	$	70,351		$	60		0.34	%
Savings		137,317			71		0.21	%		159,395			145		0.36	%
Time deposits		93,018			323		1.39	%		90,902			421		1.86	%
Total interest bearing deposits		321,404			447		0.56	%		320,648			626		0.78	%
Other borrowed funds
Repurchase agreements		—			—		—			6,560			15		0.92	%
Other borrowings		2,000			19		3.81	%		10,000			74		2.97	%
Capital Notes		10,000			150		6.00	%		7,000			105		6.00	%
Total interest-bearing liabilities		333,404			616		0.74	%		344,208			820		0.96	%
Non-interest bearing deposits		66,595								54,787
Other liabilities		443								217
Total liabilities		400,442								399,212
Stockholders’ equity		28,989								26,818

44

Total liabilities and Stockholders’ equity	$	429,431					$	426,030
Net interest income			$	3,957					$	3,866
Net interest margin					4.06	%					3.94	%
Interest spread					3.95	%					3.82	%

(1) Net deferred loan fees and costs are included in interest income.

(2) Nonperforming loans are included in the average balances. However, interest income and yields calculated do not reflect any accrued interest associated with non-accrual loans.

(3) The interest income and yields calculated on securities have been tax affected to reflect any tax exempt interest on municipal securities.

45

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Financial’s management, including Financial’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, Financial’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that Financial files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There have been no significant changes during the quarter ended March 31, 2013, in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) or in other factors that could have significantly affected those controls subsequent to the date of our most recent evaluation of internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not involved in any pending legal proceedings at this time, other than routine litigation incidental to its business.

Item 1A. Risk Factors

Not applicable

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

Not applicable

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable

46

Item 6. Exhibits

Exhibit No.	Description of Exhibit
31.1	Certification of Robert R. Chapman III Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 10, 2013
31.2	Certification of J. Todd Scruggs Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 10, 2013
32.1	Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002, dated May 10, 2013
101	The following materials from Bank of the James Financial Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets (unaudited) as of March 31, 2013 and December 31, 2012; (ii) Consolidated Statements of Income (unaudited) for the Three months ended March 31, 2013 and 2011; (iii) Consolidated Statements of Comprehensive Income (unaudited) for the Three months ended March 31, 2013 and 2011 (iv) Consolidated Statements of Cash Flows (unaudited) for the Three Months ended March 31, 2013 and 2011 (v) Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the Three Months ended March 31, 2013 and the Three Months Ended March 31, 2013; (vi) Notes to Unaudited Consolidated Financial Statements.*

* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

47

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BANK OF THE JAMES FINANCIAL GROUP, INC.
Date: May 10, 2013	By	/S/ Robert R. Chapman III
		Robert R. Chapman III, President
		(Principal Executive Officer)
Date: May 10, 2013	By	/S/ J. Todd Scruggs
		J. Todd Scruggs, Secretary and Treasurer
		(Principal Financial Officer and Principal Accounting
		Officer)

48

Index of Exhibits

Exhibit No.	Description of Exhibit
31.1	Certification of Robert R. Chapman III Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 10, 2013
31.2	Certification of J. Todd Scruggs Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 10, 2013
32.1	Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002, dated May 10, 2013
101	The following materials from Bank of the James Financial Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets (unaudited) as of March 31, 2013 and December 31, 2012; (ii) Consolidated Statements of Income (unaudited) for the Three months ended March 31, 2013 and 2012; (iii) Consolidated Statements of Comprehensive Income (unaudited) for the Three months ended March 31, 2013 and 2012 (iv) Consolidated Statements of Cash Flows (unaudited) for the Three Months ended March 31, 2013 and 2012 (v) Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the Three Months ended March 31, 2013 and 2012; (vi) Notes to Unaudited Consolidated Financial Statements.*

* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

49