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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

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

For the quarterly period ended June 30, 2023

OR

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

For the transition period from to

Commission File Number: 001-39165

BLUE RIDGE BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia | 54-1838100
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
1807 Seminole Trail Charlottesville, Virginia | 22901
(Address of principal executive offices) | (Zip Code)

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

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

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

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

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

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

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

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

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

As of November 3, 2023, the registrant had 19,192,471 shares of common stock, no par value per share, outstanding.

Explanatory Note to the Form 10-Q/A

Blue Ridge Bankshares, Inc. (the "Company") is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the period ended June 30, 2023 (the "Form 10-Q/A") for the purpose of adjusting the timing of when certain loans were placed on nonaccrual, reserved for, and charged off, as explained i n the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on October 31, 2023. Specifically, the Audit Committee of the Company's Board of Directors, after consultation with the Company’s independent registered public accounting firm and the primary regulator of its wholly-owned bank subsidiary, Blue Ridge Bank, N.A., determined that certain specialty finance loans that, as previously disclosed, were placed on nonaccrual, reserved for, or charged off in the interim periods ended March 31, 2023 and June 30, 2023 should have been reported as nonaccrual, reserved for, or charged off in earlier periods. These certain specialty finance loans totaled $54.6 million as of June 30, 2023 and are being reported as nonaccrual (nonperforming) loans in the Company's financial statements for the period ended June 30, 2023 included in this Form 10-Q/A.

The effects of the adjustments has resulted in a positive adjustment to earnings and earnings per share for both the three and six months ended June 30, 2023. Balance sheet amounts, including loans held for investment and allowance for credit losses, also are affected as of June 30, 2023, with no affect on total assets and total stockholders' equity as of June 30, 2023.

The following tables summarize the effects of the restatement on income statement and balance sheet amounts as reported as of and for the period ended June 30, 2023:

| For the three months ended June 30, 2023 |
| As reported |  | Adjustments |  | As Restated |
Net interest income | $ | 20,403 |  | $ | 3,487 |  | $ | 23,890 |
Provision (benefit) for credit losses - loans |  | 21,100 |  |  | (10,487 | ) |  | 10,613 |
(Loss) income from continuing operations before income tax expense |  | (24,413 | ) |  | 13,974 |  |  | (10,439 | )
Income tax (benefit) expense |  | (4,949 | ) |  | 3,123 |  |  | (1,826 | )
Net (loss) income from continuing operations | $ | (19,464 | ) | $ | 10,851 |  | $ | (8,613 | )
Basic and diluted (loss) earnings per common share from continuing operations | $ | (1.03 | ) | $ | 0.58 |  | $ | (0.45 | )

| For the six months ended June 30, 2023 |
| As reported |  | Adjustments |  | As Restated |
Net interest income | $ | 47,762 |  | $ | 1,324 |  | $ | 49,086 |
Provision (benefit) for credit losses - loans |  | 25,200 |  |  | (15,697 | ) |  | 9,503 |
(Loss) income from continuing operations before income tax expense |  | (22,318 | ) |  | 17,021 |  |  | (5,297 | )
Income tax (benefit) expense |  | (4,458 | ) |  | 3,804 |  |  | (654 | )
Net (loss) income from continuing operations | $ | (17,860 | ) | $ | 13,217 |  | $ | (4,643 | )
Basic and diluted (loss) earnings per common share from continuing operations | $ | (0.95 | ) | $ | 0.70 |  | $ | (0.25 | )

| As of June 30, 2023 |
| As reported |  | Adjustments |  | As Restated |
Loans held for investment, net of deferred fees and costs | $ | 2,451,697 |  | $ | (4,500 | ) | $ | 2,447,197 |
Allowance for credit losses |  | (43,067 | ) |  | 4,500 |  |  | (38,567 | )
Accrued interest receivable |  | 15,474 |  |  | — |  |  | 15,474 |
Deferred tax asset, net |  | 11,051 |  |  | — |  |  | 11,051 |
Other assets |  | 28,175 |  |  | — |  |  | 28,175 |
Total assets | $ | 3,214,424 |  | $ | — |  | $ | 3,214,424 |
Total stockholders' equity | $ | 231,271 |  | $ | — |  | $ | 231,271 |

For the convenience of the reader, this Form 10-Q/A sets forth the information in the original Form 10-Q filing in its entirety; however, only the following sections of the original Form 10-Q filing are revised in this Form 10-Q/A, solely as a result of and to reflect the restatement and conditions related to the restatement noted above.

Part I, Item 1 | Financial Statements and Notes to Consolidated Financial Statements

Notes: | Note 1 - Organization and Basis of Presentation
| Note 2 - Adoption of New Accounting Standard
| Note 4 - Loans and ACL
| Note 11 - Minimum Regulatory Capital Requirements
| Note 13 - Earnings Per Share

2

| Note 14 - Business Segments
| Note 17 - Subsequent Events

Item 2 | Management's Discussion and Analysis of Financial Condition and Results of Operation

Item 4 | Control and Procedures

Pursuant to the rules of the SEC, Part II, Item 6 of the original Form 10-Q filing has been amended to include the currently dated certifications from the Company's chief executive officer and chief financial officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

Except as it relates to the restatement described above with related disclosures and updated subsequent events disclosures, this Form 10-Q/A does not reflect events occurring after the date of the original Form 10-Q filing.

3

Blue Ridge Bankshares, Inc. Table of Contents
Item |  |  |  | Page
PART I |  | FINANCIAL INFORMATION |  |
Item 1. |  | Financial Statements |  | 5
|  | Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022 (as restated) |  | 5
|  | Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (unaudited) (as restated) |  | 6
|  | Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2023 and 2022 (unaudited) (as restated) |  | 7
|  | Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022 (unaudited) (as restated) |  | 8
|  | Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited) (as restated) |  | 10
|  | Notes to Consolidated Financial Statements (unaudited) (as restated) |  | 12
Item 2. |  | Management’s Discussion and Analysis of Financial Condition and Results of Operation s (as restated) |  | 44
Item 3. |  | Quantitative and Qualitative Disclosures about Market Risk |  | 61
Item 4. |  | Controls and Procedures (as restated) |  | 61
PART II |  | OTHER INFORMATION |  | 63
Item 1. |  | Legal Proceedings |  | 63
Item 1A. |  | Risk Factors |  | 63
Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds |  | 63
Item 3. |  | Defaults Upon Senior Securities |  | 63
Item 4. |  | Mine Safety Disclosures |  | 63
Item 5. |  | Other Information |  | 63
Item 6. |  | Exhibits |  | 63
Signatures |  |  |  | 65

4

PART I. FINAN CIAL INFORMATION

Item 1. Financi al Statements

Blue Ridge Bankshares, Inc.

Consolidated B alance Sheets

|  | (unaudited) |  |  |  |
|  | June 30, 2023 |  |  | December 31, 2022 (1) |
(Dollars in thousands except share data) |  | (Restated) |  |  |  |
ASSETS |  |  |  |  |  |
Cash and due from banks |  | $ | 131,843 |  |  | $ | 77,274 |
Federal funds sold |  |  | 2,492 |  |  |  | 1,426 |
Securities available for sale, at fair value |  |  | 340,617 |  |  |  | 354,341 |
Restricted equity investments |  |  | 17,538 |  |  |  | 21,257 |
Other equity investments |  |  | 22,693 |  |  |  | 23,776 |
Other investments |  |  | 27,157 |  |  |  | 24,672 |
Loans held for sale |  |  | 64,102 |  |  |  | 69,534 |
Paycheck Protection Program loans, net of deferred fees and costs |  |  | 7,234 |  |  |  | 11,967 |
Loans held for investment, net of deferred fees and costs |  |  | 2,447,197 |  |  |  | 2,399,092 |
Less: allowance for credit losses |  |  | (38,567 | ) |  |  | (30,740 | )
Loans held for investment, net |  |  | 2,408,630 |  |  |  | 2,368,352 |
Accrued interest receivable |  |  | 15,474 |  |  |  | 11,569 |
Other real estate owned |  |  | — |  |  |  | 195 |
Premises and equipment, net |  |  | 22,849 |  |  |  | 23,152 |
Right-of-use assets |  |  | 5,744 |  |  |  | 6,903 |
Bank owned life insurance |  |  | 47,828 |  |  |  | 47,245 |
Goodwill |  |  | 26,826 |  |  |  | 26,826 |
Other intangible assets |  |  | 5,925 |  |  |  | 6,583 |
Mortgage servicing rights, net |  |  | 28,246 |  |  |  | 28,991 |
Deferred tax asset, net |  |  | 11,051 |  |  |  | 12,227 |
Other assets |  |  | 28,175 |  |  |  | 14,175 |
Total assets |  | $ | 3,214,424 |  |  | $ | 3,130,465 |
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |  |  |  |
Deposits: |  |  |  |  |  |
Noninterest-bearing demand |  | $ | 575,989 |  |  | $ | 640,101 |
Interest-bearing demand and money market deposits |  |  | 1,293,754 |  |  |  | 1,318,799 |
Savings |  |  | 131,332 |  |  |  | 151,646 |
Time deposits |  |  | 612,019 |  |  |  | 391,961 |
Total deposits |  |  | 2,613,094 |  |  |  | 2,502,507 |
FHLB borrowings |  |  | 219,100 |  |  |  | 311,700 |
FRB borrowings |  |  | 65,000 |  |  |  | 51 |
Subordinated notes, net |  |  | 39,888 |  |  |  | 39,920 |
Lease liabilities |  |  | 6,765 |  |  |  | 7,860 |
Other liabilities |  |  | 39,306 |  |  |  | 19,634 |
Total liabilities |  |  | 2,983,153 |  |  |  | 2,881,672 |
Commitments and contingencies (Note 12) |  |  |  |  |  |
Stockholders’ Equity: |  |  |  |  |  |
Common stock, no par value; 50,000,000 shares authorized at June 30, 2023 and December 31, 2022; 18,933,637 and 18,950,329 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively |  |  | 196,990 |  |  |  | 195,960 |
Additional paid-in capital |  |  | 252 |  |  |  | 252 |
Retained earnings |  |  | 80,287 |  |  |  | 97,682 |
Accumulated other comprehensive loss, net of tax |  |  | (46,258 | ) |  |  | (45,101 | )
Total stockholders’ equity |  |  | 231,271 |  |  |  | 248,793 |
Total liabilities and stockholders’ equity |  | $ | 3,214,424 |  |  | $ | 3,130,465 |

(1)
Derived from audited December 31, 2022 Consolidated Financial Statements.

See accompanying notes to unaudited consolidated financial statements.

5

Blue Ridge Bankshares, Inc.

Consolidated Stat ements of Operations

(unaudited)

|  | For the three months ended |  |  | For the six months ended |
|  | June 30, 2023 |  |  | June 30, 2022 |  |  | June 30, 2023 |  |  | June 30, 2022 |
(Dollars in thousands, except per share data) |  | (Restated) |  |  |  |  |  | (Restated) |  |  |  |
INTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |
Interest and fees on loans |  | $ | 38,326 |  |  | $ | 23,787 |  |  | $ | 75,457 |  |  | $ | 47,686 |
Interest on securities, deposit accounts, and federal funds sold |  |  | 4,134 |  |  |  | 2,456 |  |  |  | 7,893 |  |  |  | 4,359 |
Total interest income |  |  | 42,460 |  |  |  | 26,243 |  |  |  | 83,350 |  |  |  | 52,045 |
INTEREST EXPENSE |  |  |  |  |  |  |  |  |  |  |  |
Interest on deposits |  |  | 14,624 |  |  |  | 1,541 |  |  |  | 25,955 |  |  |  | 3,097 |
Interest on subordinated notes |  |  | 547 |  |  |  | 545 |  |  |  | 1,100 |  |  |  | 1,098 |
Interest on FHLB and FRB borrowings |  |  | 3,399 |  |  |  | 67 |  |  |  | 7,209 |  |  |  | 92 |
Total interest expense |  |  | 18,570 |  |  |  | 2,153 |  |  |  | 34,264 |  |  |  | 4,287 |
Net interest income |  |  | 23,890 |  |  |  | 24,090 |  |  |  | 49,086 |  |  |  | 47,758 |
Provision for credit losses - loans |  |  | 10,613 |  |  |  | 7,494 |  |  |  | 9,503 |  |  |  | 9,994 |
Provision (benefit) for credit losses - unfunded commitments |  |  | (600 | ) |  |  | — |  |  |  | (1,000 | ) |  |  | — |
Total provision for credit losses |  |  | 10,013 |  |  |  | 7,494 |  |  |  | 8,503 |  |  |  | 9,994 |
Net interest income after provision for credit losses |  |  | 13,877 |  |  |  | 16,596 |  |  |  | 40,583 |  |  |  | 37,764 |
NONINTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |
Fair value adjustments of other equity investments |  |  | (281 | ) |  |  | (86 | ) |  |  | (332 | ) |  |  | 9,278 |
Residential mortgage banking income, including MSRs |  |  | 4,295 |  |  |  | 5,960 |  |  |  | 5,598 |  |  |  | 15,519 |
Gain on sale of guaranteed government loans |  |  | 2,384 |  |  |  | 1,538 |  |  |  | 4,793 |  |  |  | 2,965 |
Wealth and trust management |  |  | 462 |  |  |  | 414 |  |  |  | 894 |  |  |  | 805 |
Service charges on deposit accounts |  |  | 349 |  |  |  | 327 |  |  |  | 692 |  |  |  | 642 |
Increase in cash surrender value of bank owned life insurance |  |  | 292 |  |  |  | 276 |  |  |  | 574 |  |  |  | 548 |
Bank and purchase card, net |  |  | 560 |  |  |  | 599 |  |  |  | 900 |  |  |  | 1,021 |
Other |  |  | 1,675 |  |  |  | 1,162 |  |  |  | 3,900 |  |  |  | 3,506 |
Total noninterest income |  |  | 9,736 |  |  |  | 10,190 |  |  |  | 17,019 |  |  |  | 34,284 |
NONINTEREST EXPENSE |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  |  | 14,518 |  |  |  | 15,873 |  |  |  | 29,807 |  |  |  | 29,969 |
Occupancy and equipment |  |  | 1,913 |  |  |  | 1,500 |  |  |  | 3,482 |  |  |  | 2,985 |
Data processing |  |  | 1,131 |  |  |  | 874 |  |  |  | 2,477 |  |  |  | 1,820 |
Legal, issuer, and regulatory filing |  |  | 2,753 |  |  |  | 618 |  |  |  | 3,987 |  |  |  | 1,000 |
Advertising and marketing |  |  | 337 |  |  |  | 412 |  |  |  | 623 |  |  |  | 840 |
Communications |  |  | 1,171 |  |  |  | 1,030 |  |  |  | 2,302 |  |  |  | 1,829 |
Audit and accounting fees |  |  | 503 |  |  |  | 379 |  |  |  | 649 |  |  |  | 520 |
FDIC insurance |  |  | 1,246 |  |  |  | 106 |  |  |  | 1,975 |  |  |  | 337 |
Intangible amortization |  |  | 335 |  |  |  | 386 |  |  |  | 690 |  |  |  | 783 |
Other contractual services |  |  | 3,218 |  |  |  | 999 |  |  |  | 4,157 |  |  |  | 1,533 |
Other taxes and assessments |  |  | 803 |  |  |  | 671 |  |  |  | 1,605 |  |  |  | 1,241 |
Regulatory remediation |  |  | 2,388 |  |  |  | — |  |  |  | 3,522 |  |  |  | — |
Merger-related |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 50 |
Other |  |  | 3,736 |  |  |  | 2,478 |  |  |  | 7,623 |  |  |  | 5,108 |
Total noninterest expense |  |  | 34,052 |  |  |  | 25,326 |  |  |  | 62,899 |  |  |  | 48,015 |
(Loss) income from continuing operations before income tax expense |  |  | (10,439 | ) |  |  | 1,460 |  |  |  | (5,297 | ) |  |  | 24,033 |
Income tax (benefit) expense |  |  | (1,826 | ) |  |  | 342 |  |  |  | (654 | ) |  |  | 5,495 |
Net (loss) income from continuing operations |  | $ | (8,613 | ) |  | $ | 1,118 |  |  | $ | (4,643 | ) |  | $ | 18,538 |
Discontinued Operations |  |  |  |  |  |  |  |  |  |  |  |
Income from discontinued operations before income taxes |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 426 |
Income tax expense |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 89 |
Net income from discontinued operations |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 337 |
Net (loss) income |  | $ | (8,613 | ) |  | $ | 1,118 |  |  | $ | (4,643 | ) |  | $ | 18,875 |
Net income from discontinued operations attributable to noncontrolling interest |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1 | )
Net (loss) income attributable to Blue Ridge Bankshares, Inc. |  | $ | (8,613 | ) |  | $ | 1,118 |  |  | $ | (4,643 | ) |  | $ | 18,874 |
Net (loss) income available to common stockholders |  | $ | (8,613 | ) |  | $ | 1,118 |  |  | $ | (4,643 | ) |  | $ | 18,874 |
Basic and diluted (loss) earnings per share from continuing operations |  | $ | (0.45 | ) |  | $ | 0.06 |  |  | $ | (0.25 | ) |  | $ | 0.99 |
Basic and diluted earnings per share from discontinued operations |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 0.02 |
Basic and diluted (loss) earnings per share attributable to Blue Ridge Bankshares, Inc. |  | $ | (0.45 | ) |  | $ | 0.06 |  |  | $ | (0.25 | ) |  | $ | 1.01 |

See accompanying notes to unaudited consolidated financial statements.

6

Blue Ridge Bankshares, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(unaudited)

|  | For the three months ended |  |  | For the six months ended |
|  | June 30, 2023 |  |  | June 30, 2022 |  |  | June 30, 2023 |  |  | June 30, 2022 |
(Dollars in thousands) |  | (Restated) |  |  |  |  |  | (Restated) |  |  |  |
Net (loss) income |  | $ | (8,613 | ) |  | $ | 1,118 |  |  | $ | (4,643 | ) |  | $ | 18,875 |
Other comprehensive loss: |  |  |  |  |  |  |  |  |  |  |  |
Gross unrealized losses on securities available for sale arising during the period |  |  | (6,469 | ) |  |  | (20,272 | ) |  |  | (1,490 | ) |  |  | (42,859 | )
Deferred income tax benefit |  |  | 1,446 |  |  |  | 4,257 |  |  |  | 333 |  |  |  | 9,000 |
Unrealized losses on securities available for sale arising during the period, net of tax |  |  | (5,023 | ) |  |  | (16,015 | ) |  |  | (1,157 | ) |  |  | (33,859 | )
Other comprehensive net loss |  |  | (5,023 | ) |  |  | (16,015 | ) |  |  | (1,157 | ) |  |  | (33,859 | )
Comprehensive net loss |  | $ | (13,636 | ) |  | $ | (14,897 | ) |  | $ | (5,800 | ) |  | $ | (14,984 | )
Comprehensive income from discontinued operations attributable to noncontrolling interest |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1 | )
Comprehensive net loss attributable to Blue Ridge Bankshares, Inc. |  | $ | (13,636 | ) |  | $ | (14,897 | ) |  | $ | (5,800 | ) |  | $ | (14,985 | )

See accompanying notes to unaudited consolidated financial statements.

7

Blue Ridge Bankshares, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

| For the six months ended June 30, 2023 (Restated) |
(Dollars in thousands) | Shares of Common Stock |  |  | Common Stock |  |  | Additional Paid-in Capital |  |  | Retained Earnings |  |  | Accumulated Other Comprehensive Loss, net |  |  | Total |
Balance at beginning of period |  | 18,950,329 |  |  | $ | 195,960 |  |  | $ | 252 |  |  | $ | 97,682 |  |  | $ | (45,101 | ) |  | $ | 248,793 |
Cumulative effect adjustment due to adoption of accounting standard, net of income taxes |  | — |  |  |  | — |  |  |  | — |  |  |  | (8,111 | ) |  |  | — |  |  |  | (8,111 | )
Net loss |  | — |  |  |  | — |  |  |  | — |  |  |  | (4,643 | ) |  |  | — |  |  |  | (4,643 | )
Other comprehensive loss |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,157 | ) |  |  | (1,157 | )
Dividends on common stock |  | — |  |  |  | — |  |  |  | — |  |  |  | (4,641 | ) |  |  | — |  |  |  | (4,641 | )
Stock option exercises |  | 3,750 |  |  |  | 26 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 26 |
Restricted stock awards, net of forfeitures |  | (26,842 | ) |  |  | 936 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 936 |
Dividend reinvestment plan issuances |  | 6,400 |  |  |  | 68 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 68 |
Balance at end of period |  | 18,933,637 |  |  | $ | 196,990 |  |  | $ | 252 |  |  | $ | 80,287 |  |  | $ | (46,258 | ) |  | $ | 231,271 |

| For the six months ended June 30, 2022 |
(Dollars in thousands) | Shares of Common Stock |  |  | Common Stock |  |  | Additional Paid-in Capital |  |  | Retained Earnings |  |  | Accumulated Other Comprehensive Loss, net |  |  | Noncontrolling Interest of Discontinued Operations |  |  | Total |
Balance at beginning of period |  | 18,774,082 |  |  | $ | 194,309 |  |  | $ | 252 |  |  | $ | 85,982 |  |  | $ | (3,632 | ) |  | $ | 228 |  |  | $ | 277,139 |
Cumulative effect adjustment of change in accounting method, net of income taxes |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,542 |  |  |  | — |  |  |  | — |  |  |  | 3,542 |
Net income |  | — |  |  |  | — |  |  |  | — |  |  |  | 18,874 |  |  |  | — |  |  |  | 1 |  |  |  | 18,875 |
Other comprehensive loss |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (33,859 | ) |  |  | — |  |  |  | (33,859 | )
Dividends on common stock |  | — |  |  |  | — |  |  |  | — |  |  |  | (4,552 | ) |  |  | — |  |  |  | — |  |  |  | (4,552 | )
Stock option exercises |  | 1,183 |  |  |  | 15 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 15 |
Restricted stock awards, net of forfeitures |  | (13,417 | ) |  |  | 729 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 729 |
Disposition of noncontrolling interest |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (229 | ) |  |  | (229 | )
Balance at end of period |  | 18,761,848 |  |  | $ | 195,053 |  |  | $ | 252 |  |  | $ | 103,846 |  |  | $ | (37,491 | ) |  | $ | — |  |  | $ | 261,660 |

8

| For the three months ended June 30, 2023 (Restated) |
(Dollars in thousands) | Shares of Common Stock |  |  | Common Stock |  |  | Additional Paid-in Capital |  |  | Retained Earnings |  |  | Accumulated Other Comprehensive Loss, net |  |  | Total |
Balance at beginning of period |  | 18,942,091 |  |  | $ | 196,498 |  |  | $ | 252 |  |  | $ | 91,220 |  |  | $ | (41,235 | ) |  | $ | 246,735 |
Net loss |  | — |  |  | $ | — |  |  |  | — |  |  |  | (8,613 | ) |  |  | — |  |  |  | (8,613 | )
Other comprehensive loss |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (5,023 | ) |  |  | (5,023 | )
Dividends on common stock |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,320 | ) |  |  | — |  |  |  | (2,320 | )
Restricted stock awards, net of forfeitures |  | (12,210 | ) |  |  | 457 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 457 |
Dividend reinvestment plan issuances |  | 3,756 |  |  |  | 35 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 35 |
Balance at end of period |  | 18,933,637 |  |  | $ | 196,990 |  |  | $ | 252 |  |  | $ | 80,287 |  |  | $ | (46,258 | ) |  | $ | 231,271 |

| For the three months ended June 30, 2022 |
(Dollars in thousands) | Shares of Common Stock |  |  | Common Stock |  |  | Additional Paid-in Capital |  |  | Retained Earnings |  |  | Accumulated Other Comprehensive Loss, net |  |  | Total |
Balance at beginning of period |  | 18,771,065 |  |  | $ | 194,679 |  |  | $ | 252 |  |  | $ | 105,027 |  |  | $ | (21,476 | ) |  | $ | 278,482 |
Net income |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,118 |  |  |  | — |  |  |  | 1,118 |
Other comprehensive loss |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (16,015 | ) |  |  | (16,015 | )
Dividends on common stock |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,299 | ) |  |  | — |  |  |  | (2,299 | )
Restricted stock awards, net of forfeitures |  | (9,217 | ) |  |  | 374 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 374 |
Balance at end of period |  | 18,761,848 |  |  | $ | 195,053 |  |  | $ | 252 |  |  | $ | 103,846 |  |  | $ | (37,491 | ) |  | $ | 261,660 |

See accompanying notes to unaudited consolidated financial statements.

9

Blue Ridge Bankshares, Inc.

Consolidated Statem ents of Cash Flows

(unaudited)

|  | For the six months ended |
|  | June 30, 2023 |  |  | June 30, 2022 |
(Dollars in thousands) |  | (Restated) |  |  |  |
Cash Flows From Operating Activities |  |  |  |  |  |
Net (loss) income from continuing operations |  | $ | (4,643 | ) |  | $ | 18,538 |
Net income from discontinued operations |  |  | — |  |  |  | 337 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: |  |  |  |  |  |
Depreciation and amortization |  |  | 877 |  |  |  | 1,038 |
Deferred income tax (benefit) expense |  |  | (2,130 | ) |  |  | 3,316 |
Provision for credit losses - loans |  |  | 9,503 |  |  |  | 9,994 |
Provision for credit losses - unfunded commitments |  |  | (1,000 | ) |  |  | — |
Accretion of fair value adjustments (discounts) on acquired loans |  |  | (1,161 | ) |  |  | (4,058 | )
Accretion of fair value adjustments (premiums) on acquired time deposits |  |  | (506 | ) |  |  | (833 | )
Accretion of fair value adjustments (premiums) on acquired subordinated notes |  |  | (50 | ) |  |  | (50 | )
Proceeds from sale of mortgage loans held for sale |  |  | 116,540 |  |  |  | 368,217 |
Mortgage loans held for sale, originated |  |  | (115,528 | ) |  |  | (275,897 | )
Gain on sale of mortgage loans |  |  | (995 | ) |  |  | (3,136 | )
Proceeds from sale of guaranteed government loans held for sale |  |  | 69,449 |  |  |  | — |
Guaranteed government loans held for sale, originated |  |  | (49,708 | ) |  |  | — |
Gain on sale of guaranteed government loans |  |  | (4,793 | ) |  |  | — |
Loss (gain) on disposal of premises and equipment |  |  | 14 |  |  |  | (405 | )
Loss on disposal of other assets |  |  | 528 |  |  |  | — |
Realized gains on sale of other equity securities |  |  | (10 | ) |  |  | — |
Investment amortization expense, net |  |  | 348 |  |  |  | 809 |
Amortization of subordinated debt issuance costs |  |  | 18 |  |  |  | 17 |
Intangible amortization |  |  | 690 |  |  |  | 783 |
Fair value adjustments of other equity investments |  |  | 332 |  |  |  | (9,278 | )
Fair value adjustments attributable to mortgage servicing rights |  |  | 1,364 |  |  |  | (3,548 | )
Increase in cash surrender value of bank owned life insurance |  |  | (574 | ) |  |  | (548 | )
Increase in accrued interest receivable |  |  | (3,905 | ) |  |  | (665 | )
(Increase) decrease in other assets |  |  | (11,585 | ) |  |  | 399 |
Increase in other liabilities |  |  | 19,577 |  |  |  | 5,033 |
Net cash provided by operating activities - continuing operations |  |  | 22,652 |  |  |  | 110,063 |
Net cash provided by operating activities - discontinued operations |  |  | — |  |  |  | 55 |
Cash provided by operating activities |  |  | 22,652 |  |  |  | 110,118 |
Cash Flows From Investing Activities |  |  |  |  |  |
Net increase in loans held for investment |  |  | (65,448 | ) |  |  | (272,026 | )
Net (increase) decrease in federal funds sold |  |  | (1,066 | ) |  |  | 8,410 |
Purchases of securities available for sale |  |  | — |  |  |  | (66,761 | )
Proceeds from calls, sales, paydowns, and maturities of securities available for sale |  |  | 12,690 |  |  |  | 15,163 |
Proceeds from sale of other real estate owned |  |  | 264 |  |  |  | 70 |
Net decrease in Paycheck Protection Program loans |  |  | 4,733 |  |  |  | 14,752 |
Net change in restricted equity and other investments |  |  | 3,499 |  |  |  | (4,857 | )
Purchase of premises and equipment |  |  | (643 | ) |  |  | (221 | )
Proceeds from sale of premises and equipment |  |  | 55 |  |  |  | 1,937 |
Proceeds from sale of other assets |  |  | 950 |  |  |  | — |
Proceeds from sale of LSMG |  |  | 250 |  |  |  | — |
Capital calls of small business investment company funds and other investments |  |  | (2,594 | ) |  |  | (3,997 | )
Nonincome distributions from limited liability companies |  |  | 332 |  |  |  | 420 |
Net cash used in investing activities - continuing operations |  |  | (46,978 | ) |  |  | (307,110 | )
Net cash provided by investing activities - discontinued operations |  |  | — |  |  |  | 245 |
Cash used in investing activities |  |  | (46,978 | ) |  |  | (306,865 | )
Cash Flows From Financing Activities: |  |  |  |  |  |
Net (decrease) increase in demand, savings, and other interest-bearing deposits |  |  | (109,471 | ) |  |  | 144,924 |
Net increase (decrease) in time deposits |  |  | 220,564 |  |  |  | (106,155 | )
Common stock dividends paid |  |  | (4,641 | ) |  |  | (4,552 | )
FHLB advances |  |  | 1,080,000 |  |  |  | 135,000 |
FHLB repayments |  |  | (1,172,600 | ) |  |  | (10,000 | )
FRB advances |  |  | 65,000 |  |  |  | — |
FRB repayments |  |  | (51 | ) |  |  | (17,841 | )
Stock option exercises |  |  | 26 |  |  |  | 15 |
Dividend reinvestment plan issuances |  |  | 68 |  |  |  | — |
Net cash provided by financing activities - continuing operations |  |  | 78,895 |  |  |  | 141,391 |
Net cash provided by financing activities - discontinued operations |  |  | — |  |  |  | — |
Cash provided by financing activities |  |  | 78,895 |  |  |  | 141,391 |
Net increase (decrease) in cash and due from banks |  |  | 54,569 |  |  |  | (55,356 | )
Cash and due from banks at beginning of period |  |  | 77,274 |  |  |  | 130,548 |
Cash and due from banks at end of period |  | $ | 131,843 |  |  | $ | 75,192 |

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Supplemental Schedule of Cash Flow Information |  |  |  |  |  |
Cash paid for: |  |  |  |  |  |
Interest |  | $ | 28,999 |  |  | $ | 4,395 |
Income taxes |  | $ | 6,656 |  |  | $ | 575 |
Non-cash investing and financing activities: |  |  |  |  |  |
Unrealized losses on securities available for sale |  | $ | (1,490 | ) |  | $ | (42,859 | )
Restricted stock awards, net of forfeitures |  | $ | 936 |  |  | $ | 729 |
Cumulative effect adjustment due to adoption of accounting standard, net of income taxes |  | $ | (8,111 | ) |  | $ | — |
Cumulative effect adjustment of change in accounting method, net of income taxes |  | $ | — |  |  | $ | 3,542 |

See accompanying notes to unaudited consolidated financial statements.

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Notes to Consolidated Financial Statements (Unaudited)

Note 1 – Organization and Basis of Presentation (Restated)

This note has been restated to reflect the changes described in the Explanatory Note and in the Restatement section of Note 1, below, of this Form 10-Q/A.

Blue Ridge Bankshares, Inc. (the “Company”) conducts its business activities primarily through its wholly-owned subsidiary bank, Blue Ridge Bank, National Association (the “Bank”) and its wealth and trust management subsidiary, BRB Financial Group, Inc. (the “Financial Group”). The Company exists primarily for the purposes of holding the stock of its subsidiaries, the Bank and the Financial Group.

The accompanying unaudited consolidated financial statements of the Company include the accounts of the Bank and the Financial Group and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and general practices within the banking industry. All significant intercompany balances and transactions have been eliminated in consolidation. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2022.

Restatement

The Company is restating its financial statements to reclassify certain specialty finance loans that were placed on nonaccrual, reserved for, or charged off in the interim periods ended March 31, 2023 and June 30, 2023, and to report such specialty finance loans as nonaccrual, reserved for, or charged off in earlier periods.

The effect of the adjustments has resulted in a positive adjustment to earnings and earnings per share for both the three and six months ended June 30, 2023. Balance sheet amounts, including loans held for investment and allowance for credit losses, are affected as of June 30, 2023.

The following tables provide a summary of the adjustments as of and for the three and six months ended June 30, 2023 included in the Explanatory Note of this Form 10-Q/A.

|  | For the three months ended June 30, 2023 |
Dollars in thousands, except per share data (unaudited) |  | As Reported |  |  | Adjustments |  |  | As Restated |
Net interest income |  | $ | 20,403 |  |  | $ | 3,487 |  | (a) | $ | 23,890 |
Provision (benefit) for credit losses - loans |  |  | 21,100 |  |  |  | (10,487 | ) | (a) |  | 10,613 |
(Loss) income from continuing operations before income tax expense |  |  | (24,413 | ) |  |  | 13,974 |  |  |  | (10,439 | )
Income tax (benefit) expense |  |  | (4,949 | ) |  |  | 3,123 |  | (b) |  | (1,826 | )
Net (loss) income from continuing operations |  | $ | (19,464 | ) |  | $ | 10,851 |  |  | $ | (8,613 | )
Basic and diluted (loss) earnings per common share from continuing operations |  | $ | (1.03 | ) |  | $ | 0.58 |  |  | $ | (0.45 | )

|  | For the six months ended June 30, 2023 |
Dollars in thousands, except per share data (unaudited) |  | As Reported |  |  | Adjustments |  |  | As Restated |
Net interest income |  | $ | 47,762 |  |  | $ | 1,324 |  | (a) | $ | 49,086 |
Provision (benefit) for credit losses - loans |  |  | 25,200 |  |  |  | (15,697 | ) | (a) |  | 9,503 |
(Loss) income from continuing operations before income tax expense |  |  | (22,318 | ) |  |  | 17,021 |  |  |  | (5,297 | )
Income tax (benefit) expense |  |  | (4,458 | ) |  |  | 3,804 |  | (b) |  | (654 | )
Net (loss) income from continuing operations |  | $ | (17,860 | ) |  | $ | 13,217 |  |  | $ | (4,643 | )
Basic and diluted (loss) earnings per common share from continuing operations |  | $ | (0.95 | ) |  | $ | 0.70 |  |  | $ | (0.25 | )

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|  | As of June 30, 2023 |
Dollars in thousands (unaudited) |  | As Reported |  |  | Adjustments |  |  | As Restated |
Loans held for investment, net of deferred fees and costs |  | $ | 2,451,697 |  |  | $ | (4,500 | ) | (c) | $ | 2,447,197 |
Allowance for credit losses |  |  | (43,067 | ) |  |  | 4,500 |  | (c) |  | (38,567 | )
Accrued interest receivable |  |  | 15,474 |  |  |  | — |  |  |  | 15,474 |
Deferred tax asset, net |  |  | 11,051 |  |  |  | — |  |  |  | 11,051 |
Other assets |  |  | 28,175 |  |  |  | — |  |  |  | 28,175 |
Total assets |  | $ | 3,214,424 |  |  | $ | — |  |  | $ | 3,214,424 |
Total stockholders' equity |  | $ | 231,271 |  |  | $ | — |  |  | $ | 231,271 |
(a) - Net interest income and provision for credit losses were positively adjusted from the previously reported figures as of and for the three and six months ended June 30, 2023 due to the restatements of the Company's 2022 and first quarter 2023 financial results. |
(b) - Deferred income tax benefit of 22.35% on pre-tax adjustments. |
(c) - Reflects the application of cash received in the first six months of 2023 as a reduction in loans held for investment, previously reported as interest and fee income on loans in prior periods, with an equal reduction in the allowance for credit losses. |

For the convenience of the reader, this Form 10-Q/A sets forth the information in the original Form 10-Q filing in its entirety; however, only the following sections of the original Form 10-Q filing are revised in this Form 10-Q/A, solely as a result of and to reflect the restatement and conditions related to the restatement noted above.

Part I, Item 1 | Financial Statements and Notes to Consolidated Financial Statements
Notes: | Note 1 - Organization and Basis of Presentation
| Note 2 - Adoption of New Accounting Standard
| Note 4 - Loans and ACL
| Note 11 - Minimum Regulatory Capital Requirements
| Note 13 - Earnings Per Share
| Note 14 - Business Segments
| Note 17 - Subsequent Events
Item 2 | Management's Discussion and Analysis of Financial Condition and Results of Operation
Item 4 | Controls and Procedures

Except as it relates to the restatement described above with related disclosures and updated subsequent events disclosures, this Form 10-Q/A does not reflect events occurring after the date of the ori ginal Form 10-Q filing.

Other Matters

The Company sold its majority interest in MoneyWise Payroll Solutions, Inc. (“MoneyWise”) to the holder of the minority interest in MoneyWise in the first quarter of 2022. Income statement amounts related to MoneyWise are reported as discontinued operations for all relevant periods.

On August 29, 2022, the Bank entered into a formal written agreement (the “Written Agreement”) with the Office of the Comptroller of the Currency (the “OCC”), the Bank’s primary federal banking regulator. The Written Agreement principally concerns the Bank’s fintech line of business and requires the Bank to continue enhancing its controls for assessing and managing the third-party, Bank Secrecy Act/Anti-Money Laundering, and information technology risks stemming from its fintech partnerships. A complete copy of the Written Agreement was filed as an exhibit to a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 1, 2022 and can be accessed on the SEC’s website (www.sec.gov) and the Company’s website (www.blueridgebankshares.com). The Company is actively working to bring the Bank’s fintech policies, procedures, and operations into conformity with OCC directives. The Company reports that although work is progressing, many aspects of the Written Agreement require considerable time for completion, implementation, validation, and sustainability.

On May 15, 2023, the Company sold its wholesale mortgage business operating as LenderSelect Mortgage Group (“LSMG”) to a third-party for $250 thousand in cash. The Company recorded a loss on the sale of LSMG of $553 thousand, which is reported in other noninterest income in the consolidated statements of operations for the three and six months ended June 30, 2023.

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Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current period presentations. The reclassifications had no effect on net income, net income per share, total assets, total liabilities, or stockholders’ equity as previously reported.

The Company's significant accounting policies are disclosed in Note 2 of the audited financial statements and notes for the year ended December 31, 2022 and are contained in the Company's Annual Report on Form 10-K/A. There have been no significant changes to the application of significant accounting policies since December 31, 2022, except as described in Note 2 - Adoption of New Accounting Standard of this Form 10-Q/A.

Note 2 – Adoption of New Accounting Standard (Restated)

This note has been restated to reflect the changes described in the Explanatory Note and in the Restatement section of Note 1 of this Form 10-Q/A.

On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13 - Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) along with amendments ASU 2019-11 - Codification Improvements to Topic 326, Financial Instruments – Credit Losses, and ASU 2022-02 - Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). Together, these ASUs, referred to herein as Accounting Standards Codification (“ASC”) “ASC 326”, replace the incurred loss impairment methodology with the current expected credit loss methodology (“CECL”) and require consideration of a broader range of information to determine credit loss estimates at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASC 326 applies to financial assets subject to credit losses that are measured at amortized cost and certain off-balance sheet credit exposures, which include, but are not limited to, loans held for investment, leases, held to maturity (“HTM”) securities, loan commitments, and financial guarantees.

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures, which included loans held for investment and commitments to extend credit (loan commitments and stand-by letters of credit), respectively. The Company does not have any securities classified as HTM. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326, while prior period amounts are reported in accordance with previously applicable GAAP.

The following table presents the impact to the consolidated balance sheet as the result of adopting ASC 326 effective January 1, 202 3, as restated.

(Dollars in thousands) |  | January 1, 2023 Post-ASC 326 Adoption |  |  | December 31, 2022 Pre-ASC 326 Adoption |  |  | Impact of ASC 326 Adoption |
Assets: |  |  |  |  |  |  |  |  |
Loans held for investment, net of deferred fees and costs |  | $ | 2,399,757 |  |  | $ | 2,399,092 |  |  | $ | 665 |
Allowance for credit losses |  |  | (38,158 | ) |  |  | (30,740 | ) |  |  | (7,418 | )
Deferred tax asset, net |  |  | 14,561 |  |  |  | 12,227 |  |  |  | 2,334 |
Liabilities: |  |  |  |  |  |  |  |  |
Reserve for unfunded commitments (1) |  |  | 5,504 |  |  |  | 1,812 |  |  |  | 3,692 |
Stockholders' Equity: |  |  |  |  |  |  |  |  |
Retained earnings |  |  | 89,571 |  |  |  | 97,682 |  |  |  | (8,111 | )
(1) Included in other liabilities on the consolidated balance sheets |

Loans Held for Investment and Allowance for Credit Losses (“ACL”). Loans that management has the intent and ability to hold for the foreseeable future or until loan maturity or pay-off are reported held for investment at their outstanding principal balance adjusted for any charge-offs and net of any deferred fees (including purchase accounting adjustments) and origination costs (collectively referred to as "amortized cost"). Loan origination fees and certain direct origination costs are deferred and amortized as an adjustment of the yield using the payment terms required by the loan contract.

Loans are generally placed into nonaccrual status when they are past due 90 days or more as to either principal or interest or when, in the opinion of management, the collection of principal and/or interest is in doubt. A loan remains in nonaccrual status until the loan is current as to payment of both principal and interest or past due less than 90 days and

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the borrower demonstrates the ability to pay and remain current. When cash payments are received, they are applied to principal first, then to accrued interest. It is the Company's policy not to record interest income on nonaccrual loans until principal has become current. In certain instances, accruing loans that are past due 90 days or more as to principal or interest may not be placed on nonaccrual status, if the Company determines that the loans are well-secured and are in the process of collection. In accordance with ASC 326, the Company elected to exclude accrued interest from the amortized cost basis in its determination of the ACL for loans held for investment, and will instead reverse accrued but unpaid interest through interest income in the period in which the loan is placed on nonaccrual status.

The ACL represents management’s best estimate of credit losses over the remaining life of the loan portfolio. Loans are charged-off against the ACL when management believes the loan balance is no longer collectible. Subsequent recoveries of previously charged-off amounts (recoveries) are recorded as increases to the ACL. The provision for credit losses is an amount sufficient to bring the ACL to an estimated balance that management considers adequate to absorb lifetime expected losses in the Company’s held for investment loan portfolio. The ACL is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans.

Management’s determination of the adequacy of the ACL under ASC 326 is based on an evaluation of the composition of the loan portfolio, current economic conditions, historical loan loss experience, reasonable and supportable forecasts, and other risk factors. The Company uses a third-party CECL model in estimating the ACL on a quarterly basis. Loans with similar risk characteristics are collectively assessed within pools (or segments). Loss estimates within the collectively assessed population are based on a combination of pooled assumptions and loan-level characteristics. The Company has determined that using federal call codes is an appropriate loan segmentation methodology, as it is generally based on risk characteristics of a loan's underlying collateral. Using federal call codes also allows the Company to utilize and assess publicly-available external information when developing its estimate of the ACL. The discounted cash flow ("DCF") method is the primary credit loss estimation methodology used by the Company and involves estimating future cash flows for each individual loan and discounting them back to their present value using the loan's contractual interest rate, which is adjusted for any net deferred fees, costs, premiums, or discounts existing at the loan's origination or acquisition date (also referred to as the effective interest rate). The DCF method also considers factors such as loan term, prepayment or curtailment assumptions, and other relevant economic factors that could affect future cash flows. By discounting the cash flows, this method incorporates the time value of money and reflects the credit risk inherent in the loan.

In applying future economic forecasts, the Company utilizes a forecast period of one year and then reverts to the mean of historical loss rates on a straight-line basis over the following one-year period. The Company considers economic forecasts of national gross domestic product and unemployment rates from the Federal Open Market Committee to inform the model for loss estimation. Historical loss rates used in the quantitative model are derived using both the Bank's and peer bank data obtained from publicly-available sources (i.e., federal call reports). The Bank's peer group utilized is comprised of financial institutions of relatively similar size (i.e., $3 - $5 billion of total assets) and in similar markets. Management also considers qualitative adjustments when estimating loan losses to take into account the model's quantitative limitations. Qualitative adjustments to quantitative loss factors, either negative or positive, may include considerations of trends in delinquencies, nonaccrual loans, charged-off loans, changes in volume and terms of loans, effects of changes in lending policy, experience and depth of management, regional and local economic trends and conditions, concentrations of credit, competition, and loan review results.

For those loans that do not share similar risk characteristics, the Company evaluates the ACL needs on an individual (or loan by loan) basis. This population of individually evaluated loans (or loan relationships with the same primary source of repayment) is determined on a quarterly basis and is based on whether (1) the risk grade of the loan i s substandard or worse and the balance exceeds $500,000, (2) the risk grade of the loan is special mention and the balance exceeds $1,000,000, or (3) the loan's terms differ significantly from other pooled loans. Measurement of credit loss is based on the expected future cash flows of an individually evaluated loan, discounted at the loan's effective interest rate, or measured on an observable market value, if one exists, or the estimated market value of the collateral underlying the loan discounted for estimated costs to sell the collateral for collateral-dependent loans. If the net value applying these measures is less than the loan's amortized cost, a specific reserve is recorded in the ACL and charged-off in the period when management believes the loan balance is no longer collectible.

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The Company’s allowance committee approves the key methodologies and assumptions, as well as the final ACL, on a quarterly basis. While management uses available information at the time of estimation to determine expected credit losses on loans, future changes in the ACL may be necessary based on changes in portfolio composition, portfolio credit quality, changes in underlying facts for individually evaluated loans, and/or economic conditions. In addition, bank regulatory agencies and the Bank’s auditors periodically review its ACL and may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments different than those of management.

Upon the adoption of ASC 326, the Company recorded an increase in its ACL of $7.4 million, along with an after-tax cumulative effect adjustment, which reduced stockholders' equity by $5.2 million.

Collateral-dependent Loans

The Company has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral-dependent loans:

•
Commercial real estate loans may be secured by either owner occupied commercial real estate or non-owner occupied commercial real estate. Typically, owner occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities, and other commercial and industrial properties occupied by operating companies. Repayment is generally from the cash flows of the business occupying the property. Non-owner occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate.
•
Commercial and industrial loans may be secured by non-real estate collateral such as accounts receivable, inventory, equipment, or other similar assets.
•
Residential real estate loans are typically secured by first mortgages, and in some cases could be secured by a second mortgage.
•
Home equity lines of credit are generally secured by second mortgages on residential real estate property.
•
Consumer loans are generally secured by automobiles, recreational vehicles and other personal property. Some consumer loans are unsecured, have no underlying collateral, and would not be considered collateral-dependent.

Acquired Loans

The Company has acquired loans through its mergers with Bay Banks of Virginia, Inc. in 2021 (the "Bay Banks Merger") and Virginia Community Bankshares, Inc. in 2019. Prior to the adoption of ASC 326, a portion of these loans were classified as purchased-credit impaired ("PCI") under ASC 310-30 – L oans and Debt Securities Acquired with Deteriorated Credit Quality. Upon the adoption of ASC 326, the Company elected to designate its existing PCI loans as purchased credit deteriorated ("PCD") loans using the prospective transition approach. Previously established PCI loan "pools" were eliminated, and, as a result, an increase in the ACL for PCD loans of $665 thousand was recorded, and a corresponding increase in the amortized cost basis of loans held for investment was recorded. This amount represented the then-existing credit discount. The amortized cost of PCD loans post ASC 326 adoption on January 1, 2023 was $59.3 million, which includes a non-credit discount of $5.6 million that will be accreted into interest income over the remaining contractual lives of the underlying loans.

Modified Loans

ASU 2022-22 eliminated the concept of troubled debt restructurings ("TDRs") from the accounting standards for companies that have adopted ASC 326. ASU 2022-02 requires additional disclosures for certain loan modifications and disclosures of gross charge-offs by year of origination. Specifically, loan modification disclosures in periods subsequent to the adoption of ASC 326 must be made for modifications of existing loans to borrowers who were experiencing financial difficulties at the time of the modification. The modification type must include a direct change in the timing or amount of a loan's contractual cash flows. The additional disclosures are applicable to situations where there is:

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principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, a term extension, or any combination thereof.

Available for Sale ("AFS") Securities. The Company evaluates the fair value and credit quality of its AFS securities portfolio on a quarterly basis. In the event the fair value of a security falls below its amortized cost basis, the security is evaluated to determine whether the decline in value was caused by changes in market interest rates or security credit quality. The primary indicators of credit quality for the Company’s AFS securities portfolio are security type and credit rating, which is influenced by a number of security-specific factors that may include obligor cash flow, geography, seniority, and others. If unrealized losses are related to credit quality, the Company estimates the credit-related loss by evaluating the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. Subsequent to the adoption of ASC 326, if the present value of cash flows expected to be collected is less than the amortized cost basis of the security and a credit loss exists, then an ACL is recorded for the credit loss, limited by the amount that the fair value is less than amortized cost basis. As of December 31, 2022, the Company did not have any other-than-temporarily impaired AFS securities; therefore, upon adoption of ASC 326, an ACL on AFS securities was not warranted.

Reserve for Unfunded Commitments. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The reserve for unfunded commitments is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur, the existence of any third-party guarantees, and an estimate of credit losses on commitments expected to be fu nded using the same loss rates of similar financial instruments derived in the estimation of ACL for loans held for investment. Upon the adoption of ASC 326, the Company recorded an increase in its reserve for unfunded commitments of $3.7 million, along with an after-tax cumulative effect adjustment, which reduced stockholders' equity by $2.9 million.

Note 3 – In vestment Securities and Other Investments

Investment securities classified as AFS are carried at fair value in the consolidated balance sheets. The following tables present amortized cost, fair values, and gross unrealized gains and losses of investment securities AFS as of the dates stated.

|  | June 30, 2023 |
(Dollars in thousands) |  | Amortized Cost |  |  | Gross Unrealized Gains |  |  | Gross Unrealized Losses |  |  | Fair Value |
Available for sale |  |  |  |  |  |  |  |  |  |  |  |
State and municipal |  | $ | 59,303 |  |  | $ | — |  |  | $ | (8,394 | ) |  | $ | 50,909 |
U.S. Treasury and agencies |  |  | 72,057 |  |  |  | — |  |  |  | (11,355 | ) |  |  | 60,702 |
Mortgage backed securities |  |  | 227,961 |  |  |  | 9 |  |  |  | (35,928 | ) |  |  | 192,042 |
Corporate bonds |  |  | 41,414 |  |  |  | — |  |  |  | (4,450 | ) |  |  | 36,964 |
Total investment securities |  | $ | 400,735 |  |  | $ | 9 |  |  | $ | (60,127 | ) |  | $ | 340,617 |

|  | December 31, 2022 |
(Dollars in thousands) |  | Amortized Cost |  |  | Gross Unrealized Gains |  |  | Gross Unrealized Losses |  |  | Fair Value |
Available for sale |  |  |  |  |  |  |  |  |  |  |  |
State and municipal |  | $ | 60,018 |  |  | $ | — |  |  | $ | (9,025 | ) |  | $ | 50,993 |
U.S. Treasury and agencies |  |  | 80,073 |  |  |  | — |  |  |  | (12,911 | ) |  |  | 67,162 |
Mortgage backed securities |  |  | 230,015 |  |  |  | 51 |  |  |  | (33,730 | ) |  |  | 196,336 |
Corporate bonds |  |  | 42,909 |  |  |  | 124 |  |  |  | (3,183 | ) |  |  | 39,850 |
Total investment securities |  | $ | 413,015 |  |  | $ | 175 |  |  | $ | (58,849 | ) |  | $ | 354,341 |

As of June 30, 2023 and December 31, 2022, securities with a fair value of $178.8 million and $241.9 million, respectively, were pledged to secure the Bank’s line of credit with the Federal Home Loan Bank of Atlanta (“FHLB”). As of June 30, 2023 the Company pledged securities with $108.7 million of par value (amortized cost and fair value of

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$109.6 million and $90.0 million, respectively) as collateral for the Bank Term Funding Program (“BTFP”) established by the Board of Governors of the Federal Reserve System on March 12, 2023. The BTFP was created in response to industry events to provide banks with additional liquidity via a secured line of credit collateralized by eligible pledged securities. In addition, securities with a fair value of $11.6 million and $0 were pledged as of June 30, 2023 and December 31, 2022, respectively, to secure potential borrowings from the Federal Reserve Bank of Richmond (“FRB”) Discount Window.

The following table presents the amortized cost and fair value of securities available for sale by contractual maturity as of the date stated. Expected maturities may differ from contractual maturities, as issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

|  | June 30, 2023 |
(Dollars in thousands) |  | Amortized Cost |  |  | Fair Value |
Due in one year or less |  | $ | 502 |  |  | $ | 502 |
Due after one year through five years |  |  | 34,949 |  |  |  | 31,921 |
Due after five years through ten years |  |  | 138,894 |  |  |  | 119,581 |
Due after ten years |  |  | 226,390 |  |  |  | 188,613 |
Total |  | $ | 400,735 |  |  | $ | 340,617 |

The following tables present a summary of unrealized losses and the length of time securities have been in a continuous loss position, by security type and number of securities, as of the dates stated.

|  |  |  |  | June 30, 2023 |
|  |  |  |  | Less than 12 Months |  |  | 12 Months or Greater |  |  | Total |
(Dollars in thousands) |  | Number of Securities |  |  | Fair Value |  |  | Unrealized Losses |  |  | Fair Value |  |  | Unrealized Losses |  |  | Fair Value |  |  | Unrealized Losses |
State and municipal |  |  | 82 |  |  | $ | 2,900 |  |  | $ | (74 | ) |  | $ | 47,119 |  |  | $ | (8,320 | ) |  | $ | 50,019 |  |  | $ | (8,394 | )
U.S. Treasury and agencies |  |  | 23 |  |  |  | — |  |  |  | — |  |  |  | 60,699 |  |  |  | (11,355 | ) |  |  | 60,699 |  |  |  | (11,355 | )
Mortgage backed securities |  |  | 84 |  |  |  | 5,420 |  |  |  | (367 | ) |  |  | 178,615 |  |  |  | (35,561 | ) |  |  | 184,035 |  |  |  | (35,928 | )
Corporate bonds |  |  | 33 |  |  |  | 12,895 |  |  |  | (1,605 | ) |  |  | 15,769 |  |  |  | (2,845 | ) |  |  | 28,664 |  |  |  | (4,450 | )
Total |  |  | 222 |  |  | $ | 21,215 |  |  | $ | (2,046 | ) |  | $ | 302,202 |  |  | $ | (58,081 | ) |  | $ | 323,417 |  |  | $ | (60,127 | )

|  |  |  |  | December 31, 2022 |
|  |  |  |  | Less than 12 Months |  |  | 12 Months or Greater |  |  | Total |
(Dollars in thousands) |  | Number of Securities |  |  | Fair Value |  |  | Unrealized Losses |  |  | Fair Value |  |  | Unrealized Losses |  |  | Fair Value |  |  | Unrealized Losses |
State and municipal |  |  | 82 |  |  | $ | 18,252 |  |  | $ | (2,178 | ) |  | $ | 31,530 |  |  | $ | (6,847 | ) |  | $ | 49,782 |  |  | $ | (9,025 | )
U.S. Treasury and agencies |  |  | 28 |  |  |  | 9,904 |  |  |  | (1,039 | ) |  |  | 56,686 |  |  |  | (11,872 | ) |  |  | 66,590 |  |  |  | (12,911 | )
Mortgage backed securities |  |  | 78 |  |  |  | 39,006 |  |  |  | (3,061 | ) |  |  | 148,449 |  |  |  | (30,669 | ) |  |  | 187,455 |  |  |  | (33,730 | )
Corporate bonds |  |  | 33 |  |  |  | 26,018 |  |  |  | (2,283 | ) |  |  | 5,675 |  |  |  | (900 | ) |  |  | 31,693 |  |  |  | (3,183 | )
Total |  |  | 221 |  |  | $ | 93,180 |  |  | $ | (8,561 | ) |  | $ | 242,340 |  |  | $ | (50,288 | ) |  | $ | 335,520 |  |  | $ | (58,849 | )

The Company reviews its AFS securities portfolio for potential credit losses no less than quarterly. At June 30, 2023 and December 31, 2022, the majority of securities in an unrealized loss position were of investment grade; however, a few did not have a third-party investment grade available. These ungraded securities were primarily subordinated debt instruments issued by bank holding companies and are classified as corporate bonds in the tables above. Investment securities with unrealized losses are generally a result of pricing changes due to changes in the interest rate environment since purchase and not as a result of permanent credit impairment. Contractual cash flows for mortgage backed securities are guaranteed and/or funded by the U.S. government. Municipal securities show no indication that the contractual cash flows will not be received when due. The Company does not intend to sell, nor does it believe that it will be required to sell, any of its temporarily impaired securities prior to the recovery of the amortized cost. As of June 30, 2023, there was no ACL against the Company's AFS securities portfolio.

Restricted equity investments consisted of stock in the FHLB (carrying value of $10.9 million and $14.7 million as of June 30, 2023 and December 31, 2022, respectively), stock in the FRB (carrying value of $6.1 million at both June 30, 2023 and December 31, 2022), and stock in the Bank’s correspondent bank (carrying value of $468 thousand at both June 30, 2023 and December 31, 2022). Restricted equity investments are carried at cost.

18

The Company also has various other equity investments, including shares in other financial institutions and fintech companies, totaling $22.7 million and $23.8 million as of June 30, 2023 and December 31, 2022, respectively, which are carried at fair value with any gain or loss reported in the consolidated statements of operations each reporting period. As no actively traded market exists for substantially all of the Company's other equity investments, fair value adjustments are determined by reviewing recent observable market transactions, such as stock or equity transactions, that are substantially similar to the Company's existing investments. Other equity investments are also periodically evaluated for impairment using information obtained either directly from the investee or from a third-party broker. If an impairment has been identified, the carrying value of the investment is written down to its estimated fair market value through a charge to earnings.

Note 4 – Loans and AC L (Restated)

This note has been restated to reflect the changes described in the Explanatory Note and in the Restatement section of Note 1 of this Form 10-Q/A.

All loan and ACL information presented as of and for the three and six months ended June 30, 2023 is in accordance with ASC 326. All loan information presented prior to this period is presented in accordance with previously applicable GAAP. As a result, the presentation of information pre-ASC 326 and post-ASC 326 adoption will not be comparable for most disclosures.

The following table presents the amortized cost of loans held for investment, including Paycheck Protection Program ("PPP") loans, as of the dates stated.

|  | June 30, 2023 |  |  | December 31, 2022 |
(Dollars in thousands) |  | (Restated) |  |  |  |
Commercial and industrial |  | $ | 541,421 |  |  | $ | 590,049 |
Paycheck Protection Program |  |  | 7,234 |  |  |  | 11,967 |
Real estate – construction, commercial |  |  | 165,863 |  |  |  | 183,301 |
Real estate – construction, residential |  |  | 82,199 |  |  |  | 76,599 |
Real estate – mortgage, commercial |  |  | 879,729 |  |  |  | 864,989 |
Real estate – mortgage, residential |  |  | 709,565 |  |  |  | 631,772 |
Real estate – mortgage, farmland |  |  | 5,583 |  |  |  | 6,599 |
Consumer |  |  | 62,510 |  |  |  | 47,423 |
Gross loans |  |  | 2,454,104 |  |  |  | 2,412,699 |
Less: deferred loan fees, net of costs |  |  | 327 |  |  |  | (1,640 | )
Total |  | $ | 2,454,431 |  |  | $ | 2,411,059 |

The Company has pledged certain commercial and residential mortgages as collateral for borrowings with the FHLB. Loans totaling $601.9 million and $436.0 million were pledged as of June 30, 2023 and December 31, 2022, respectively. Additionally, PPP loans were pledged as collateral for the FRB's Paycheck Protection Program Liquidity Facility ("PPPLF") advances in the amount of $0 and $51 thousand as of June 30, 2023 and December 31, 2022, respectively.

The following table presents the aging of the amortized cost of loans held for investment by loan category as of the date stated.

|  | June 30, 2023 (Restated) |
(Dollars in thousands) |  | Current Loans |  |  | 30-59 Days Past Due |  |  | 60-89 Days Past Due |  |  | Greater than 90 Days Past Due & Accruing |  |  | Nonaccrual |  |  | Total Loans |
Commercial and industrial |  | $ | 482,419 |  |  | $ | 1,654 |  |  | $ | — |  |  | $ | — |  |  | $ | 57,348 |  |  | $ | 541,421 |
Paycheck Protection Program |  |  | 7,234 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 7,234 |
Real estate – construction, commercial |  |  | 162,176 |  |  |  | 2,329 |  |  |  | 313 |  |  |  | — |  |  |  | 1,045 |  |  |  | 165,863 |
Real estate – construction, residential |  |  | 80,818 |  |  |  | 727 |  |  |  | — |  |  |  | — |  |  |  | 654 |  |  |  | 82,199 |
Real estate – mortgage, commercial |  |  | 866,968 |  |  |  | 462 |  |  |  | 1,104 |  |  |  | — |  |  |  | 11,195 |  |  |  | 879,729 |
Real estate – mortgage, residential |  |  | 698,181 |  |  |  | 389 |  |  |  | 571 |  |  |  | 1,998 |  |  |  | 8,426 |  |  |  | 709,565 |
Real estate – mortgage, farmland |  |  | 5,583 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 5,583 |
Consumer |  |  | 59,530 |  |  |  | 1,370 |  |  |  | 658 |  |  |  | 405 |  |  |  | 547 |  |  |  | 62,510 |
Less: Deferred loan fees, net of costs |  |  | 327 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 327 |
Total Loans |  | $ | 2,363,236 |  |  | $ | 6,931 |  |  | $ | 2,646 |  |  | $ | 2,403 |  |  | $ | 79,215 |  |  | $ | 2,454,431 |

19

The following table presents the amortized cost of nonaccrual loans held for investment by loan category as of the date stated.

|  | June 30, 2023 (Restated) |
(Dollars in thousands) |  | Nonaccrual Loans with No ACL |  |  | Nonaccrual Loans with an ACL |  |  | Total Nonaccrual Loans |
Commercial and industrial |  | $ | 27 |  |  | $ | 57,321 |  |  | $ | 57,348 |
Real estate – construction, commercial |  |  | — |  |  |  | 1,045 |  |  |  | 1,045 |
Real estate – construction, residential |  |  | — |  |  |  | 654 |  |  |  | 654 |
Real estate – mortgage, commercial |  |  | 10,102 |  |  |  | 1,093 |  |  |  | 11,195 |
Real estate – mortgage, residential |  |  | 879 |  |  |  | 7,547 |  |  |  | 8,426 |
Consumer |  |  | 1 |  |  |  | 546 |  |  |  | 547 |
Total |  | $ | 11,009 |  |  | $ | 68,206 |  |  | $ | 79,215 |

The Company recognized $0 and $89 thousand of interest income from nonaccrual loans during the three and six months ended June 30, 2023, respectively.

Credit Quality Indicators

The Company categorizes loans held for investment into risk categories based on relevant information about the expected ability of borrowers to service their debt, such as current financial information, historical payment experience, collateral adequacy, credit documentation, and current economic trends, among other factors. Management considers loan risk grades to be the best indication of credit quality of its portfolio of loans held for investment. The Company uses the following definitions for loan risk grades and periodically evaluates the appropriateness of these grades across its loan portfolio. Bank regulatory agencies periodically review the Company's loan portfolio, including loan risk grades. Loan risk grades as determined by management may be changed by regulators, based on their judgment of the facts at the time of review.

Risk Grade 1 – Strong: This grade is reserved for loans to the strongest of borrowers. These loans are to individuals or corporations that are well known to the Bank and are always secured with an almost guaranteed source of repayment such as a lien on a bank deposit account. Character, credit history, and ability of individuals or company principals are excellent and unquestioned. Source of income and industry of borrower appears stable. High liquidity, minimum risk, good ratios, and low handling cost are present.

Risk Grade 2 – Minimal: This grade is reserved for loans to borrowers who are deemed exceptionally strong. These loans are within guidelines and where the borrowers have documented significant overall financial strength. These loans have excellent sources of repayment, significant balance sheet liquidity, no significant identifiable risk of collection, and conform in all respects to policy, guidelines, underwriting standards, and federal and state regulations (no exceptions of any kind).

Risk Grade 3 – Acceptable: This grade is reserved for loans to borrowers who are deemed strong. These loans have adequate sources of repayment, with little identifiable risk of collection. Generally, loans assigned this risk grade will demonstrate the following characteristics: (1) conformity in all respects with policy, guidelines, underwriting standards, and federal and state regulations (no exceptions of any kind), (2) documented historical cash flow that meets or exceeds required minimum guidelines, or that can be supplemented with verifiable cash flow from other sources, and (3) adequate secondary sources to liquidate the debt.

Risk Grade 4 – Satisfactory: This grade is given to satisfactory loans containing more risk than Risk Grade 3 loans. These loans have adequate sources of repayment, with little identifiable risk of collection. Loans assigned this risk grade will demonstrate the following characteristics: (1) general conformity to the Bank's underwriting requirements, with limited exceptions to policy, product, or underwriting guidelines. All exceptions noted have documented mitigating factors that offset any additional risk associated with the exceptions noted, (2) documented historical cash flow that meets or exceeds required minimum guidelines, or that can be supplemented with verifiable cash flow from other sources, and (3) adequate secondary sources to liquidate the debt, including combinations of liquidity, liquidation of collateral, or liquidation value to the net worth of the borrower or guarantor.

20

Risk Grade 5 – Watch: This grade is for satisfactory loans containing acceptable but elevated risk. These loans are characterized by borrowers who have a marginal cash flow, marginal profitability, or have experienced an unprofitable year and declining financial condition. The borrower's management may be deemed to be satisfactory, the collateral securing the loan may create a loan-to-value ratio in excess of 90%, the debt service coverage ratio and global debt service coverage are unstable but mostly positive, and/or guarantor support, if any, is inadequate. Loans classified as Watch warrant additional monitoring by management.

Risk Grade 6 – Special Mention: This grade is for loans that have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the Bank's credit position at some future date. Special Mention loans are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Special mention credits typically exhibit underwriting guideline tolerances and/or exceptions with no mitigating factors, or emerging weaknesses that may or may not be cured as time passes.

Risk Grade 7 – Substandard: A substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt; they are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Loans consistently not meeting the repayment schedule should be downgraded further to substandard. Loans in this category are characterized by deterioration in quality exhibited by any number of well-defined weaknesses requiring corrective action. The weaknesses may include, but are not limited to: (1) high debt to worth ratios, (2) declining or negative earnings trends, (3) declining or inadequate liquidity, (4) improper loan structure, (5) questionable repayment sources, (6) lack of well-defined secondary repayment source, and (7) unfavorable competitive comparisons. Such loans are no longer considered to be adequately protected due to the borrower's declining net worth, lack of earnings capacity, declining collateral margins, and/or unperfected collateral positions. The possibility of loss of a portion of the loan balance cannot be ruled out. The repayment ability of the borrower is marginal or weak and the loan may have exhibited excessive overdue status or extensions and/or renewals.

Risk Grade 8 – Doubtful: Loans classified doubtful have all the weaknesses inherent in loans classified substandard, plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. However, these loans are not yet rated as loss because certain events may occur which would salvage the Bank's position, which can include, but not limited to (1) an injection of capital, (2) alternative financing, and (3) liquidation of assets or the pledging of additional collateral. Doubtful is a temporary grade where a loss is expected but is presently not quantified with any degree of accuracy. Once the loss position is determined, the amount is charged off against the allowance for credit losses.

Risk Grade 9 – Loss: Loans classified loss are considered uncollectible and of such little value that their continuance as assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer charging off the worthless loan, even though partial recovery may be effected in the future. Probable loss portions of doubtful loans are charged off promptly against the allowance for credit losses.

21

The following table presents the amortized cost of loans held for investment by internal loan risk grade by year of origination as of June 30, 2023. Also presented are current period gross charge-offs by loan type for the six months ended June 30, 2023.

|  | Term Loans Amortized Cost Basis by Origination Year |  |  |  |  |  |  |
|  | 2023 |  |  | 2022 |  |  | 2021 |  |  | 2020 |  |  | 2019 |  |  | Prior |  |  | Revolving Loans |  |  | Total |
(Dollars in thousands) |  | (Restated) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial and industrial |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Grades 1 - 4 |  | $ | 36,665 |  |  | $ | 131,441 |  |  | $ | 44,931 |  |  | $ | 31,890 |  |  | $ | 12,814 |  |  | $ | 17,085 |  |  | $ | 128,514 |  |  | $ | 403,340 |
Risk Grades 5 - 6 |  |  | 28,363 |  |  |  | 1,904 |  |  |  | 9,964 |  |  |  | 6,793 |  |  |  | 450 |  |  |  | 1,827 |  |  |  | 24,192 |  |  |  | 73,493 |
Risk Grade 7 |  |  | — |  |  |  | 50,867 |  |  |  | 2,208 |  |  |  | 3,253 |  |  |  | 870 |  |  |  | 44 |  |  |  | 1,567 |  |  |  | 58,809 |
Risk Grade 8 |  |  | — |  |  |  | 5,400 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 379 |  |  |  | 5,779 |
Total |  |  | 65,028 |  |  |  | 189,612 |  |  |  | 57,103 |  |  |  | 41,936 |  |  |  | 14,134 |  |  |  | 18,956 |  |  |  | 154,652 |  |  |  | 541,421 |
Current period gross charge-offs |  |  | — |  |  |  | 198 |  |  |  | 39 |  |  |  | — |  |  |  | 625 |  |  |  | 9 |  |  |  | 7,224 |  |  |  | 8,095 |
Paycheck Protection Program |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Grades 1 - 4 |  |  | — |  |  |  | — |  |  |  | 7,234 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 7,234 |
Total |  |  | — |  |  |  | — |  |  |  | 7,234 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 7,234 |
Real estate – construction, commercial |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Grades 1 - 4 |  |  | 4,684 |  |  |  | 56,296 |  |  |  | 46,538 |  |  |  | 16,193 |  |  |  | 2,345 |  |  |  | 8,865 |  |  |  | 10,820 |  |  |  | 145,741 |
Risk Grades 5 - 6 |  |  | — |  |  |  | 6,464 |  |  |  | 6,252 |  |  |  | 532 |  |  |  | — |  |  |  | 840 |  |  |  | 5,792 |  |  |  | 19,880 |
Risk Grade 7 |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 242 |  |  |  | — |  |  |  | 242 |
Total |  |  | 4,684 |  |  |  | 62,760 |  |  |  | 52,790 |  |  |  | 16,725 |  |  |  | 2,345 |  |  |  | 9,947 |  |  |  | 16,612 |  |  |  | 165,863 |
Current period gross charge-offs |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 28 |  |  |  | — |  |  |  | 28 |
Real estate – construction, residential |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Grades 1 - 4 |  |  | 27,215 |  |  |  | 39,151 |  |  |  | 7,998 |  |  |  | 347 |  |  |  | 1,194 |  |  |  | 71 |  |  |  | 2,046 |  |  |  | 78,022 |
Risk Grades 5 - 6 |  |  | — |  |  |  | 2,278 |  |  |  | 473 |  |  |  | 585 |  |  |  | — |  |  |  | — |  |  |  | 240 |  |  |  | 3,576 |
Risk Grade 7 |  |  | 21 |  |  |  | 580 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 601 |
Total |  |  | 27,236 |  |  |  | 42,009 |  |  |  | 8,471 |  |  |  | 932 |  |  |  | 1,194 |  |  |  | 71 |  |  |  | 2,286 |  |  |  | 82,199 |
Real estate – mortgage, commercial |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Grades 1 - 4 |  |  | 29,516 |  |  |  | 268,410 |  |  |  | 113,715 |  |  |  | 153,897 |  |  |  | 44,080 |  |  |  | 144,333 |  |  |  | 11,689 |  |  |  | 765,640 |
Risk Grades 5 - 6 |  |  | — |  |  |  | 25,746 |  |  |  | 4,757 |  |  |  | 16,870 |  |  |  | 13,304 |  |  |  | 31,823 |  |  |  | 4,042 |  |  |  | 96,542 |
Risk Grade 7 |  |  | — |  |  |  | — |  |  |  | 6,307 |  |  |  | 2,180 |  |  |  | 131 |  |  |  | 8,831 |  |  |  | 98 |  |  |  | 17,547 |
Total |  |  | 29,516 |  |  |  | 294,156 |  |  |  | 124,779 |  |  |  | 172,947 |  |  |  | 57,515 |  |  |  | 184,987 |  |  |  | 15,829 |  |  |  | 879,729 |
Real estate – mortgage, residential |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Grades 1 - 4 |  |  | 50,358 |  |  |  | 204,528 |  |  |  | 117,255 |  |  |  | 71,731 |  |  |  | 29,032 |  |  |  | 146,643 |  |  |  | 57,415 |  |  |  | 676,962 |
Risk Grades 5 - 6 |  |  | 35 |  |  |  | 8,570 |  |  |  | 24 |  |  |  | 1,605 |  |  |  | 2,482 |  |  |  | 6,475 |  |  |  | 1,189 |  |  |  | 20,380 |
Risk Grade 7 |  |  | — |  |  |  | 650 |  |  |  | 2,287 |  |  |  | 1,934 |  |  |  | 611 |  |  |  | 6,417 |  |  |  | 324 |  |  |  | 12,223 |
Total |  |  | 50,393 |  |  |  | 213,748 |  |  |  | 119,566 |  |  |  | 75,270 |  |  |  | 32,125 |  |  |  | 159,535 |  |  |  | 58,928 |  |  |  | 709,565 |
Current period gross charge-offs |  |  | — |  |  |  | 744 |  |  |  | — |  |  |  | 498 |  |  |  | — |  |  |  | 14 |  |  |  | — |  |  |  | 1,256 |
Real estate – mortgage, farmland |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Grades 1 - 4 |  |  | — |  |  |  | 729 |  |  |  | 1,424 |  |  |  | — |  |  |  | 1,549 |  |  |  | 1,624 |  |  |  | 211 |  |  |  | 5,537 |
Risk Grades 5 - 6 |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 46 |  |  |  | 46 |
Total |  |  | — |  |  |  | 729 |  |  |  | 1,424 |  |  |  | — |  |  |  | 1,549 |  |  |  | 1,624 |  |  |  | 257 |  |  |  | 5,583 |
Consumer |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Grades 1 - 4 |  |  | 23,641 |  |  |  | 17,070 |  |  |  | 4,779 |  |  |  | 3,875 |  |  |  | 1,854 |  |  |  | 970 |  |  |  | 9,043 |  |  |  | 61,232 |
Risk Grades 5 - 6 |  |  | 56 |  |  |  | 54 |  |  |  | 11 |  |  |  | 71 |  |  |  | 4 |  |  |  | 444 |  |  |  | 30 |  |  |  | 670 |
Risk Grade 7 |  |  | 15 |  |  |  | 159 |  |  |  | 125 |  |  |  | 118 |  |  |  | 85 |  |  |  | 106 |  |  |  | — |  |  |  | 608 |
Total |  |  | 23,712 |  |  |  | 17,283 |  |  |  | 4,915 |  |  |  | 4,064 |  |  |  | 1,943 |  |  |  | 1,520 |  |  |  | 9,073 |  |  |  | 62,510 |
Current period gross charge-offs |  |  | 571 |  |  |  | 156 |  |  |  | 131 |  |  |  | 23 |  |  |  | 41 |  |  |  | 27 |  |  |  | 1 |  |  |  | 950 |
Total Loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Risk Grades 1 - 4 |  | $ | 172,079 |  |  | $ | 717,625 |  |  | $ | 343,874 |  |  | $ | 277,933 |  |  | $ | 92,868 |  |  | $ | 319,591 |  |  | $ | 219,738 |  |  | $ | 2,143,708 |
Risk Grades 5 - 6 |  |  | 28,454 |  |  |  | 45,016 |  |  |  | 21,481 |  |  |  | 26,456 |  |  |  | 16,240 |  |  |  | 41,409 |  |  |  | 35,531 |  |  |  | 214,587 |
Risk Grade 7 |  |  | 36 |  |  |  | 52,256 |  |  |  | 10,927 |  |  |  | 7,485 |  |  |  | 1,697 |  |  |  | 15,640 |  |  |  | 1,989 |  |  |  | 90,030 |
Risk Grade 8 |  |  | — |  |  |  | 5,400 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 379 |  |  |  | 5,779 |
Total |  | $ | 200,569 |  |  | $ | 820,297 |  |  | $ | 376,282 |  |  | $ | 311,874 |  |  | $ | 110,805 |  |  | $ | 376,640 |  |  | $ | 257,637 |  |  | $ | 2,454,104 |
Total current period gross charge-offs |  | $ | 571 |  |  | $ | 1,098 |  |  | $ | 170 |  |  | $ | 521 |  |  | $ | 666 |  |  | $ | 78 |  |  | $ | 7,225 |  |  | $ | 10,329 |

22

The table above includes one $5.4 million commercial and industrial loan classified as doubtful (risk grade 8) as of June 30, 2023, which was fully reserved as of the same date. There were no loans classified as loss (risk grade 9) as of June 30, 2023.

The following table presents an analysis of the change in the ACL by major loan segment for the period stated. Loan segments are presented as either commercial or consumer as follows:

•
Commercial – Commercial and industrial; PPP; real estate – construction, commercial; real estate – mortgage, commercial; and real estate – mortgage, farmland;
•
Consumer – real estate – construction, residential; real estate – mortgage, residential; and consumer.

|  | For the three months ended June 30, 2023 (Restated) |
(Dollars in thousands) |  | Commercial |  |  | Consumer |  |  | Total |
Balance, beginning of period |  | $ | 27,266 |  |  | $ | 8,695 |  |  | $ | 35,961 |
Charge-offs |  |  | (7,326 | ) |  |  | (1,694 | ) |  |  | (9,020 | )
Recoveries |  |  | 887 |  |  |  | 126 |  |  |  | 1,013 |
Net charge-offs |  |  | (6,439 | ) |  |  | (1,568 | ) |  |  | (8,007 | )
Provision for credit losses - loans |  |  | 9,037 |  |  |  | 1,576 |  |  |  | 10,613 |
Balance, end of period |  | $ | 29,864 |  |  | $ | 8,703 |  |  | $ | 38,567 |

|  | For the six months ended June 30, 2023 (Restated) |
(Dollars in thousands) |  | Commercial |  |  | Consumer |  |  | Total |
Balance, beginning of period |  | $ | 27,070 |  |  | $ | 3,670 |  |  | $ | 30,740 |
Impact of ASC 326 adoption |  |  | 2,926 |  |  |  | 4,492 |  |  |  | 7,418 |
Charge-offs |  |  | (8,125 | ) |  |  | (2,204 | ) |  |  | (10,329 | )
Recoveries |  |  | 1,005 |  |  |  | 230 |  |  |  | 1,235 |
Net charge-offs |  |  | (7,120 | ) |  |  | (1,974 | ) |  |  | (9,094 | )
Provision for credit losses - loans |  |  | 6,988 |  |  |  | 2,515 |  |  |  | 9,503 |
Balance, end of period |  | $ | 29,864 |  |  | $ | 8,703 |  |  | $ | 38,567 |

The increase in the ACL during the six months ended June 30, 2023 was primarily attributable to the adoption of ASC 326 effective January 1, 2023. Of the $9.0 million and $10.3 million in gross loan charge-offs for the three and six months ended June 30, 2023, respectively, $7.0 million was attributable to one commercial and industrial loan that was fully charged-off in the second quarter of 2023.

Other than the aforementioned, there were no material changes to the assumptions, loss factors (both quantitative and qualitative), or reasonable and supportable forecasts used in the estimation of the ACL and the provision for credit losses for loans held for investment as of and for the six months ended June 30, 2023.

The following table presents the amortized cost of collateral-dependent loans as of the date stated.

|  | June 30, 2023 |
(Dollars in thousands) |  | (Restated) |
Commercial and industrial |  | $ | 90,243 |
Real estate – construction, commercial |  |  | 5,792 |
Real estate – construction, residential |  |  | 1,646 |
Real estate – mortgage, commercial |  |  | 17,403 |
Real estate – mortgage, residential |  |  | 1,735 |
Total collateral-dependent loans |  | $ | 116,819 |

Acquired Loans

As of June 30, 2023, the amortized cost of PCD loans totaled $57.1 million with an estimated ACL of $601 thousand. The remaining non-credit discount on PCD loans was $5.0 million as of June 30, 2023.

23

Modified Loans

The Company closely monitors the performance of borrowers experiencing financial difficulty to understand the effectiveness of its loan modification efforts.

The following table presents information on modified loans as of the date stated.

|  | June 30, 2023 (Restated)
(Dollars in thousands) |  | Number of Loans |  |  | Amortized Cost |  |  | Amortized Cost of Modified Loans to Gross Loans by Category |  |  | Financial Effect
Modification - term extension and forbearance |  |  |  |  |  |  |  |  |  |  |
Commercial and industrial |  |  | 1 |  |  |  | 32,750 |  |  |  | 6.05 | % |  | See Note (1)
Real estate – mortgage, commercial |  |  | 2 |  |  |  | 6,288 |  |  |  | 0.71 | % |  | Forbearance agreements
Modification - interest-only |  |  |  |  |  |  |  |  |  |  |
Real estate – mortgage, commercial |  |  | 1 |  |  |  | 3,051 |  |  |  | 0.35 | % |  | Interest-only payments for six months
Modification - term extension and interest-only |  |  |  |  |  |  |  |  |  |  |
Real estate – mortgage, commercial |  |  | 1 |  |  |  | 287 |  |  |  | 0.03 | % |  | Term extension and interest-only payments for six months
Total |  |  | 5 |  |  | $ | 42,376 |  |  |  | 1.73 | % |  |
(1) This $32.8 million loan was modified via a forbearance agreement in the second quarter of 2023 under which the borrower defaulted in this same period. The Company received cash payments of $4.5 million in the six months ended June 30, 2023 for interest. This loan is collateral-dependent, is on nonaccrual status, and has a specific reserve of $3.5 million as of June 30, 2023.

The following table presents an aging analysis of the amortized cost of loans modified in the preceding 12 months as of the date stated.

|  | June 30, 2023 (Restated) |
|  | Payment Status (Amortized Cost) |
(Dollars in thousands) |  | Current Loans |  |  | 30-89 Days Past Due |  |  | 90+ Days Past Due |  |  | Nonaccrual |  |  | Total |
Commercial and industrial |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 32,750 |  |  | $ | 32,750 |
Real estate – mortgage, commercial |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 9,626 |  |  |  | 9,626 |
Total modified loans |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 42,376 |  |  | $ | 42,376 |

None of the loans in the table above, other than the $32,750 thousand commercial and industrial loan on nonaccrual, had a payment default during the six months ended June 30, 2023.

Six residential mortgage loans with a total amortized cost of $645 thousand we re in the process of foreclosure as of June 30, 2023, compared to none as of December 31, 2022.

Pre-ASC 326 Adoption Disclosures

Prior to the adoption of ASC 326 on January 1, 2023, the Company calculated the allowance for loan losses under the incurred loss methodology. The following disclosures are presented under this previously applicable GAAP for the applicable prior periods.

The following table presents the aging of the amortized cost of loans held for investment as of the date stated.

|  | December 31, 2022 |
(Dollars in thousands) |  | 30-59 Days Past Due |  |  | 60-89 Days Past Due |  |  | Greater than 90 Days Past Due & Accruing |  |  | Nonaccrual |  |  | Total Past Due & Nonaccrual |  |  | PCI Loans |  |  | Current Loans |  |  | Total Loans |
Commercial and industrial |  | $ | 488 |  |  | $ | 279 |  |  | $ | — |  |  | $ | 68,039 |  |  | $ | 68,806 |  |  | $ | 1,481 |  |  | $ | 519,762 |  |  | $ | 590,049 |
Paycheck Protection Program |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 11,967 |  |  |  | 11,967 |
Real estate – construction, commercial |  |  | 1,137 |  |  |  | 19 |  |  |  | — |  |  |  | 714 |  |  |  | 1,870 |  |  |  | — |  |  |  | 181,431 |  |  |  | 183,301 |
Real estate – construction, residential |  |  | 1,416 |  |  |  | 1,204 |  |  |  | — |  |  |  | — |  |  |  | 2,620 |  |  |  | 7 |  |  |  | 73,972 |  |  |  | 76,599 |
Real estate – mortgage, commercial |  |  | 6,198 |  |  |  | 297 |  |  |  | 6,234 |  |  |  | 1,658 |  |  |  | 14,387 |  |  |  | 51,223 |  |  |  | 799,379 |  |  |  | 864,989 |
Real estate – mortgage, residential |  |  | 4,544 |  |  |  | 231 |  |  |  | 1,998 |  |  |  | 5,143 |  |  |  | 11,916 |  |  |  | 5,678 |  |  |  | 614,178 |  |  |  | 631,772 |
Real estate – mortgage, farmland |  |  | — |  |  |  | 75 |  |  |  | — |  |  |  | — |  |  |  | 75 |  |  |  | — |  |  |  | 6,524 |  |  |  | 6,599 |
Consumer |  |  | 880 |  |  |  | 200 |  |  |  | 28 |  |  |  | 495 |  |  |  | 1,603 |  |  |  | 359 |  |  |  | 45,461 |  |  |  | 47,423 |
Less: deferred loan fees, net of costs |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,640 | ) |  |  | (1,640 | )
Total Loans |  | $ | 14,663 |  |  | $ | 2,305 |  |  | $ | 8,260 |  |  | $ | 76,049 |  |  | $ | 101,277 |  |  | $ | 58,748 |  |  | $ | 2,251,034 |  |  | $ | 2,411,059 |

The following table presents the aging of the amortized cost of PCI loans as of the date stated.

24

|  | December 31, 2022 |
(Dollars in thousands) |  | Current Loans |  |  | 30-89 Days Past Due |  |  | Greater than 90 Days Past Due & Accruing |  |  | Total Loans |
Commercial and industrial |  | $ | 1,481 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,481 |
Real estate – construction, commercial |  |  | 7 |  |  |  | — |  |  |  | — |  |  |  | 7 |
Real estate – mortgage, commercial |  |  | 51,223 |  |  |  | — |  |  |  | — |  |  |  | 51,223 |
Real estate – mortgage, residential |  |  | 5,324 |  |  |  | 354 |  |  |  | — |  |  |  | 5,678 |
Consumer |  |  | 359 |  |  |  | — |  |  |  | — |  |  |  | 359 |
Total PCI Loans |  | $ | 58,394 |  |  | $ | 354 |  |  | $ | — |  |  | $ | 58,748 |

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

(Dollars in thousands) |  | December 31, 2022 |
PCI loans |  |  |
Outstanding principal balance |  | $ | 64,911 |
Recorded investment |  |  | 58,748 |
Purchased performing loans |  |  |
Outstanding principal balance |  |  | 513,461 |
Recorded investment |  |  | 511,752 |
Total acquired loans |  |  |
Outstanding principal balance |  |  | 578,372 |
Recorded investment |  |  | 570,500 |

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

(Dollars in thousands) |  | For the three months ended June 30, 2022 |  |  | For the six months ended June 30, 2022 |
Balance, beginning of period |  | $ | 13,337 |  |  | $ | 16,849 |
Accretion |  |  | (1,750 | ) |  |  | (5,262 | )
Reclassification of nonaccretable difference due to improvement in expected cash flows |  |  | 2,515 |  |  |  | 2,515 |
Other changes, net |  |  | (1,157 | ) |  |  | (1,157 | )
Balance, end of period |  | $ | 12,945 |  |  | $ | 12,945 |

25

The following table presents a summary of the loan portfolio individually and collectively evaluated for impairment as of the date stated.

|  | December 31, 2022 |
(Dollars in thousands) |  | Individually Evaluated for Impairment |  |  | Collectively Evaluated for Impairment |  |  | Total Loan Balances |  |  | Related Allowance for Loan Losses |
PCI loans: |  |  |  |  |  |  |  |  |  |  |  |
Commercial and industrial |  | $ | — |  |  | $ | 1,481 |  |  | $ | 1,481 |  |  | $ | — |
Real estate – construction, commercial |  |  | — |  |  |  | 7 |  |  |  | 7 |  |  |  | — |
Real estate – mortgage, commercial |  |  | — |  |  |  | 51,223 |  |  |  | 51,223 |  |  |  | 3 |
Real estate – mortgage, residential |  |  | — |  |  |  | 5,678 |  |  |  | 5,678 |  |  |  | — |
Consumer |  |  | — |  |  |  | 359 |  |  |  | 359 |  |  |  | — |
Total PCI loans |  |  | — |  |  |  | 58,748 |  |  |  | 58,748 |  |  |  | 3 |
Originated and purchased performing loans: |  |  |  |  |  |  |  |  |  |  |  |
Commercial and industrial |  |  | 67,654 |  |  |  | 520,914 |  |  |  | 588,568 |  |  |  | 23,073 |
Real estate – construction, commercial |  |  | 521 |  |  |  | 182,773 |  |  |  | 183,294 |  |  |  | 1,637 |
Real estate – construction, residential |  |  | — |  |  |  | 76,599 |  |  |  | 76,599 |  |  |  | 628 |
Real estate – mortgage, commercial |  |  | 4,634 |  |  |  | 809,132 |  |  |  | 813,766 |  |  |  | 2,353 |
Real estate – mortgage, residential |  |  | 834 |  |  |  | 625,260 |  |  |  | 626,094 |  |  |  | 1,760 |
Real estate – mortgage, farmland |  |  | — |  |  |  | 6,599 |  |  |  | 6,599 |  |  |  | 4 |
Consumer |  |  | — |  |  |  | 47,064 |  |  |  | 47,064 |  |  |  | 1,282 |
Total originated and purchased performing loans |  |  | 73,643 |  |  |  | 2,268,341 |  |  |  | 2,341,984 |  |  |  | 30,737 |
Gross loans |  |  | 73,643 |  |  |  | 2,327,089 |  |  |  | 2,400,732 |  |  |  | 30,740 |
Less: deferred loan fees, net of costs |  |  | — |  |  |  | — |  |  |  | (1,640 | ) |  |  | — |
Total |  | $ | 73,643 |  |  | $ | 2,327,089 |  |  | $ | 2,399,092 |  |  | $ | 30,740 |

The table above excludes PPP loans of $12.0 million as of December 31, 2022. PPP loans are fully guaranteed by the U.S. government; therefore, the Company recorded no allowance for loan losses for these loans.

The following tables present information related to impaired loans held for investment by loan type as of and for the dates stated.

|  | December 31, 2022 |
(Dollars in thousands) |  | Recorded Investment |  |  | Unpaid Principal Balance |  |  | Related Allowance |
With no specific allowance recorded: |  |  |  |  |  |  |  |  |
Commercial and industrial |  | $ | 1,269 |  |  | $ | 1,289 |  |  | $ | — |
Real estate – construction, commercial |  |  | 521 |  |  |  | 521 |  |  |  | — |
Real estate – mortgage, commercial |  |  | 4,507 |  |  |  | 4,504 |  |  |  | — |
Real estate – mortgage, residential |  |  | 834 |  |  |  | 834 |  |  |  | — |
With an allowance recorded: |  |  |  |  |  |  |  |  |
Commercial and industrial |  | $ | 66,386 |  |  | $ | 66,386 |  |  | $ | 11,605 |
Real estate – mortgage, commercial |  |  | 126 |  |  |  | 126 |  |  |  | 1 |
Total |  | $ | 73,643 |  |  | $ | 73,660 |  |  | $ | 11,606 |

26

|  | For the three months ended June 30, 2022 |  |  | For the six months ended June 30, 2022 |
(Dollars in thousands) |  | Average Recorded Investment |  |  | Interest Income Recognized |  |  | Average Recorded Investment |  |  | Interest Income Recognized |
With no specific allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |
Commercial and industrial |  | $ | 6,203 |  |  | $ | 12 |  |  | $ | 5,754 |  |  | $ | 74 |
Real estate – construction, commercial |  |  | 521 |  |  |  | 8 |  |  |  | 523 |  |  |  | 8 |
Real estate – mortgage, commercial |  |  | 6,254 |  |  |  | 100 |  |  |  | 9,067 |  |  |  | 148 |
Real estate – mortgage, residential |  |  | 1,441 |  |  |  | 3 |  |  |  | 1,392 |  |  |  | 17 |
With an allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |
Commercial and industrial |  | $ | 6,619 |  |  | $ | 33 |  |  | $ | 4,955 |  |  | $ | 33 |
Real estate – mortgage, commercial |  |  | 3,570 |  |  |  | 2 |  |  |  | 1,829 |  |  |  | 2 |
Real estate – mortgage, residential |  |  | 58 |  |  |  | 5 |  |  |  | 59 |  |  |  | 5 |
Total |  | $ | 24,666 |  |  | $ | 163 |  |  | $ | 23,579 |  |  | $ | 287 |

Impaired loans also include TDRs, and as of December 31, 2022, there were 12 TDRs totaling $38.3 million.

The following table presents the analysis of the change in the allowance for loan losses by loan type for the period stated.

(Dollars in thousands) |  | For the three months ended June 30, 2022 |  |  | For the six months ended June 30, 2022 |
Allowance for loan losses, beginning of period |  | $ | 12,013 |  |  | $ | 12,121 |
Charge-offs |  |  |  |  |  |
Commercial and industrial |  |  | (1,383 | ) |  |  | (3,746 | )
Real estate – construction |  |  | — |  |  |  | (123 | )
Real estate – mortgage |  |  | (1,079 | ) |  |  | (1,093 | )
Consumer |  |  | (329 | ) |  |  | (605 | )
Total charge-offs |  |  | (2,791 | ) |  |  | (5,567 | )
Recoveries |  |  |  |  |  |
Commercial and industrial |  |  | 2 |  |  |  | 37 |
Real estate – construction |  |  | 4 |  |  |  | 16 |
Real estate – mortgage |  |  | 387 |  |  |  | 391 |
Consumer |  |  | 133 |  |  |  | 250 |
Total recoveries |  |  | 526 |  |  |  | 694 |
Net charge-offs |  |  | (2,265 | ) |  |  | (4,873 | )
Provision for loan losses |  |  | 7,494 |  |  |  | 9,994 |
Allowance for loan losses, end of period |  | $ | 17,242 |  |  | $ | 17,242 |

27

The following table presents the amortized cost of loans held for investment by internal loan risk grade as of the date stated.

|  | December 31, 2022 |
(Dollars in thousands) |  | Grade 1 Prime |  |  | Grade 2 Desirable |  |  | Grade 3 Good |  |  | Grade 4 Acceptable |  |  | Grade 5 Pass/Watch |  |  | Grade 6 Special Mention |  |  | Grade 7 Substandard |  |  | Total |
PCI loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial and industrial |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 1,369 |  |  | $ | — |  |  | $ | 112 |  |  | $ | — |  |  | $ | 1,481 |
Real estate – construction, commercial |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 7 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 7 |
Real estate – mortgage, commercial |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 22,778 |  |  |  | 26,059 |  |  |  | 1,700 |  |  |  | 686 |  |  |  | 51,223 |
Real estate – mortgage residential |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,453 |  |  |  | 1,985 |  |  |  | — |  |  |  | 2,240 |  |  |  | 5,678 |
Consumer |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 353 |  |  |  | — |  |  |  | 6 |  |  |  | 359 |
Total PCI loans |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 25,607 |  |  |  | 28,397 |  |  |  | 1,812 |  |  |  | 2,932 |  |  |  | 58,748 |
Originated and purchased performing loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial and industrial |  |  | 318 |  |  |  | 885 |  |  |  | 192,393 |  |  |  | 291,204 |  |  |  | 31,902 |  |  |  | 2,834 |  |  |  | 69,032 |  |  |  | 588,568 |
Paycheck Protection Program |  |  | 11,967 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 11,967 |
Real estate – construction, commercial |  |  | — |  |  |  | 361 |  |  |  | 14,223 |  |  |  | 156,027 |  |  |  | 8,504 |  |  |  | 3,365 |  |  |  | 814 |  |  |  | 183,294 |
Real estate – construction, residential |  |  | — |  |  |  | — |  |  |  | 3,110 |  |  |  | 72,327 |  |  |  | 1,162 |  |  |  | — |  |  |  | — |  |  |  | 76,599 |
Real estate – mortgage, commercial |  |  | — |  |  |  | 2,330 |  |  |  | 187,648 |  |  |  | 561,554 |  |  |  | 54,352 |  |  |  | 2,048 |  |  |  | 5,834 |  |  |  | 813,766 |
Real estate – mortgage residential |  |  | — |  |  |  | 7,311 |  |  |  | 233,697 |  |  |  | 365,511 |  |  |  | 11,858 |  |  |  | — |  |  |  | 7,717 |  |  |  | 626,094 |
Real estate – mortgage, farmland |  |  | 549 |  |  |  | — |  |  |  | 1,315 |  |  |  | 4,609 |  |  |  | 126 |  |  |  | — |  |  |  | — |  |  |  | 6,599 |
Consumer |  |  | 197 |  |  |  | — |  |  |  | 21,330 |  |  |  | 24,731 |  |  |  | 256 |  |  |  | — |  |  |  | 550 |  |  |  | 47,064 |
Total originated and purchased performing loans |  |  | 13,031 |  |  |  | 10,887 |  |  |  | 653,716 |  |  |  | 1,475,963 |  |  |  | 108,160 |  |  |  | 8,247 |  |  |  | 83,947 |  |  |  | 2,353,951 |
Gross loans |  | $ | 13,031 |  |  | $ | 10,887 |  |  | $ | 653,716 |  |  | $ | 1,501,570 |  |  | $ | 136,557 |  |  | $ | 10,059 |  |  | $ | 86,879 |  |  | $ | 2,412,699 |
Less: deferred loan fees, net of costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (1,640 | )
Total |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 2,411,059 |

There were no loans classified as doubtful or loss as of December 31, 2022.

Note 5 – Goodwill and Other Intangible Assets

Goodwill and other intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exist that indicate that an impairment test should be performed. Intangible assets with definite useful lives are amortized over their estimated useful lives, which range from 5 to 12 years. Goodwill is the only intangible asset with an indefinite life on the consolidated balance sheets.

As of June 30, 2023 and December 31, 2022, the Company's goodwill totaled $26.8 million.

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

|  | June 30, 2023 |
(Dollars in thousands) |  | Gross Carrying Value |  |  | Accumulated Amortization |  |  | Net Carrying Value |
Core deposit intangibles |  | $ | 9,626 |  |  | $ | (4,977 | ) |  | $ | 4,649 |
Other amortizable intangibles |  |  | 3,318 |  |  |  | (2,042 | ) |  |  | 1,276 |
Total |  | $ | 12,944 |  |  | $ | (7,019 | ) |  | $ | 5,925 |
|  | December 31, 2022 |
(Dollars in thousands) |  | Gross Carrying Value |  |  | Accumulated Amortization |  |  | Net Carrying Value |
Core deposit intangibles |  | $ | 9,626 |  |  | $ | (4,330 | ) |  | $ | 5,296 |
Other amortizable intangibles |  |  | 3,282 |  |  |  | (1,995 | ) |  |  | 1,287 |
Total |  | $ | 12,908 |  |  | $ | (6,325 | ) |  | $ | 6,583 |

Included in other amortizable intangibles were loan servicing assets of $1.3 million and $876 thousand at June 30, 2023 and December 31, 2022, respectively, related to the servicing of the government guaranteed portion of certain loans that the Company has sold. Loan servicing assets of $405 thousand were added during the six months ended

28

June 30, 2023. The amortization of these intangibles is included in interest and fees on loans in the consolidated statements of operations totaled ($113 thousand) and $96 thousand for the three months ended June 30, 2023 and 2022, respectively, and $4 thousand and $134 thousand for the six months ended June 30, 2023 and June 30, 2022, respectively.

The Company retains servicing rights on residential mortgages originated and sold into the secondary market. The fair value of MSR assets was $28.2 million and $29.0 million as of June 30, 2023 and December 31, 2022, respectively.

Note 6 – Borrowings

FHLB Borrowings

The Bank has a line of credit from the FHLB secured by pledged qualifying real estate loans and securities. At June 30, 2023 and December 31, 2022, based on pledged collateral, the line totaled $572.7 million and $525.1 million, respectively. The FHLB will lend up to 30% of the Bank’s total assets as of the prior quarter end, subject to certain eligibility requirements, including adequate collateral. The Bank had borrowings from the FHLB totaling $219.1 million and $311.7 million at June 30, 2023 and December 31, 2022, respectively. FHL B borrowings required the Bank to hold $10.9 million and $14.7 million of FHLB stock at June 30, 2023 and December 31, 2022, respectively, which is included in restricted equity investments on the consolidated balance sheets. The Bank also has letters of credit issued by the FHLB in the amount of $67.6 million as of June 30, 2023 for the purpose of collateral for public deposits with the Treasury Board of the Commonwealth of Virginia. Outstanding letters of credit reduce the available balance of the borrowing facility with the FHLB, which was $286.0 million as of June 30, 2023.

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

|  | June 30, 2023
(Dollars in thousands) |  | Balance |  |  | Origination Date |  | Stated Interest Rate |  |  | Maturity Date
Fixed Rate Credit |  | $ | 50,000 |  |  | 3/15/2023 |  |  | 4.07 | % |  | 3/15/2027
Fixed Rate Credit |  |  | 50,000 |  |  | 5/2/2023 |  |  | 3.87 | % |  | 5/3/2027
Fixed Rate Credit |  |  | 50,000 |  |  | 5/4/2023 |  |  | 3.52 | % |  | 5/4/2028
Daily Rate Credit |  |  | 69,100 |  |  | 5/8/2023 |  |  | 5.32 | % |  | 5/8/2024
Total FHLB borrowings |  | $ | 219,100 |  |  |  |  |  |  |  |

FRB Borrowings

Advances under the BTFP are up to a one-year term and are priced at the one-year overnight index swap rate plus 10 basis points, which is fixed for the term on the advance date. Advances can be repaid at any time without penalty. As of June 30, 2023, the Company had an immediately available line through the BTFP of $100.5 million, of which the Company had drawn one advance for $65.0 million, maturing May 10, 2024, with a fixed interest rate of 4.74%. As of June 30, 2023, availability through the FRB Discount Window was $11.1 million. As of June 30, 2023 and December 31, 2022, the Company had no outstanding borrowings through the FRB Discount Window.

Other Borrowings

The Company had unsecured lines of credit with correspondent banks, which totaled $28.0 million as of both June 30, 2023 and December 31, 2022. These lines bear interest at the prevailing rates for such loans and are cancelable any time by the correspondent bank. As of June 30, 2023 and December 31, 2022, no ne of these lines of credit with correspondent banks were drawn upon.

The Company had $39.9 million of subordinated notes, net, outstanding as of both June 30, 2023 and December 31, 2022. The Company's subordinated notes are comprised of an issuance in October 2019 maturing October 15, 2029 (the “2029 Notes”) and an issuance in May 2020 maturing June 1, 2030 (the “2030 Note”). As of June 30, 2023, the net carrying amount of the 2029 Notes was $25.1 million, inclusive of a $629 thousand purchase accounting adjustment (premium). For the three months ended June 30, 2023 and 2022, the effective interest rate on the 2029 Notes was 4.99% and 4.94%, respectively, inclusive of the amortization of the purchase accounting adjustment (premium). For the six months ended June 30, 2023 and 2022, the effective interest rate on the 2029 Notes was 5.04% a nd 5.01%, respectively, inclusive of the amortization of the purchase accounting adjustment (premium). As of June 30, 2023, the net carrying

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amount of the 2030 Note, including capitalized, unamortized debt issuance costs, was $14.8 million. For the three and six months ended June 30, 2023 and 2022, the effective interest rate on the 2030 Note was 6.10%.

Note 7 – Derivative Financial Instruments and Hedging Activities

The Company enters into interest rate swap agreements to accommodate the needs of its banking customers. The Company mitigates the interest rate risk entering into these swap agreements by entering into equal and offsetting swap agreements with highly-rated third-party financial institutions. These back-to-back swap agreements are free-standing derivatives and are recorded at fair value in the consolidated balance sheets (asset positions are included in other assets and liability positions are included in other liabilities).

The following tables present the notional and fair value of interest rate swap agreements as of the dates stated.

|  | June 30, 2023 |
(Dollars in thousands) |  | Notional Amount |  |  | Fair Value |
Interest rate swap agreement |  |  |  |  |  |
Receive fixed/pay variable swaps |  | $ | 1,974 |  |  | $ | (95 | )
Pay fixed/receive variable swaps |  |  | 1,974 |  |  |  | 95 |
|  | December 31, 2022 |
(Dollars in thousands) |  | Notional Amount |  |  | Fair Value |
Interest rate swap agreement |  |  |  |  |  |
Receive fixed/pay variable swaps |  | $ | 2,178 |  |  | $ | (95 | )
Pay fixed/receive variable swaps |  |  | 2,178 |  |  |  | 95 |

As part of its efforts to sell originated government guaranteed and conventional residential mortgages into the secondary market, the Bank had entered into $9.0 million and $11.7 million of rate lock commitments with borrowers, net of expected fallout, as of June 30, 2023 and December 31, 2022, respectively. Additionally, $10.2 million and $12.8 million of closed loan inventory waiting for sale were hedged by $16.0 million and $21.5 million in forward to-be-announced mortgage-backed securities as of June 30, 2023 and December 31, 2022, respectively. Mortgage derivative assets totaled $305 thousand and $112 thousand as of June 30, 2023 and December 31, 2022, respectively, and mortgage derivative liabilities were $0 thousand a nd $24 thousand as of June 30, 2023 and December 31, 2022, respectively. Mortgage derivative assets and liabilities are included in other assets and other liabilities, respectively, in the consolidated balance sheets.

Note 8 – Stock-Based Compensation

The Company grants time-based restricted stock awards (“time-based RSAs”) to employees and directors under the Blue Ridge Bankshares, Inc. 2023 Stock Incentive Plan, which was approved by shareholders at the Company’s 2023 annual meeting of shareholders on June 14, 2023 and replaced the Company’s prior stock-based compensation plan, the Blue Ridge Bankshares, Inc. Equity Incentive Plan, effective such date. Time-based RSAs are considered fixed awards as the number of shares and fair value are both known at the date of grant, and the fair value of the award at the grant date is amortized over the requisite service period, which is generally three years. Beginning in 2022, the Company began granting performance-based restricted stock awards (“PSAs”) to employees, in addition to time-based RSAs. PSAs vest at the end of a three-year period contingent on the Company's achievement of financial goals and are being expensed on a straight-line basis over the same period with adjustments periodically based on projected achievement of the performance target, which may change the number of PSA shares that will ultimately vest. Time-based RSAs carry voting and dividend rights, while PSAs carry voting rights and are subject to deferred dividend payout restrictions.

Compensation expense recognized in the consolidated statements of operations related to time-based RSAs and PSAs, net of forfeitures, was $457 thousand and $936 thousand f or the three and six months ended June 30, 2023, respectively, and was $374 thousand and $729 thousand for the three and six months ended June 30, 2022, respectively. During the six months ended June 30, 2023, no grants of time-based RSAs or PSAs were made, while forfeitures relating to 26,841 shares of the Company's common stock resulted due to employee terminations. As of June 30, 2023,

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time-based RSAs and PSAs relating to 281,523 shares of the Company's common stock were outstanding, and unrecognized compensation expense related to these awards totaled $1.7 million.

During the first six months of 2023, stock options relating to 3,750 shares were exercised and stock options relating to 1,875 shares expired, resulting in stock options relating to 47,049 shares remaining outstanding as of June 30, 2023. These options were assumed by the Company in connection with the Bay Banks Merger and expire between March 2024 and December 2029.

Note 9 – Leases

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

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

|  | For the three months ended |  |  | For the six months ended |
(Dollars in thousands) |  | June 30, 2023 |  |  | June 30, 2022 |  |  | June 30, 2023 |  |  | June 30, 2022 |
Operating lease cost |  | $ | 526 |  |  | $ | 654 |  |  | $ | 1,241 |  |  | $ | 1,210 |
Total lease cost |  |  | 526 |  |  |  | 654 |  |  |  | 1,241 |  |  |  | 1,210 |
Cash paid for amounts included in the measurement of lease liabilities |  |  | 546 |  |  |  | 341 |  |  |  | 1,145 |  |  |  | 1,077 |

(Dollars in thousands) |  | June 30, 2023 |  |  | December 31, 2022 |
Right-of-use assets |  | $ | 5,744 |  |  | $ | 6,903 |
Lease liabilities |  | $ | 6,765 |  |  | $ | 7,860 |
Weighted average remaining lease term (years) |  |  | 5.76 |  |  |  | 5.85 |
Weighted average discount rate |  |  | 2.41 | % |  |  | 2.40 | %

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

(Dollars in thousands) |  | June 30, 2023 |
Six months ending December 31, 2023 |  | $ | 889 |
Twelve months ending December 31, 2024 |  |  | 1,445 |
Twelve months ending December 31, 2025 |  |  | 1,116 |
Twelve months ending December 31, 2026 |  |  | 1,049 |
Twelve months ending December 31, 2027 |  |  | 963 |
Thereafter |  |  | 1,771 |
Total undiscounted cash flows |  |  | 7,233 |
Discount |  |  | (468 | )
Lease liabilities |  | $ | 6,765 |

Note 10 – Fair Value

The fair value of a financial instrument is the current amount that would be exchanged between willing parties in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances,

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there are no quoted market prices for the various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.

Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The Company records fair value adjustments to certain assets and liabilities and determines fair value disclosures utilizing a definition of fair value of assets and liabilities that states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Additional considerations are involved to determine the fair value of financial assets in markets that are not active.

The Company uses a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy based on these two types of inputs are as follows:

Level 1 – |  | Valuation is based on quoted prices in active markets for identical assets and liabilities.
Level 2 – |  | Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.
Level 3 – |  | Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

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

Securities

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly-liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions, and certain corporate, asset-backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. The carrying value of restricted FRB and FHLB stock approximates fair value based upon the redemption provisions of each entity and is therefore excluded from the following table.

Rabbi trust assets

The Company's rabbi trust is associated with a deferred compensation plan. The assets held by the rabbi trust are invested at the direction of the individual participants and are generally invested in marketable investment securities, such as common stocks and mutual funds or short-term investments (e.g., cash) (Level 1). Rabbi trust assets and the associated deferred compensation plan liability are included in other assets and other liabilities, respectively, in the consolidated balance sheets.

Derivative financial instruments

Derivative instruments used to hedge residential mortgage loans held for sale and the related interest rate lock commitments include forward commitments to sell mortgage loans and are reported at fair value utilizing Level 2 inputs. The fair values of derivative financial instruments are based on derivative market data inputs as of the valuation date and the underlying value of mortgage loans for rate lock commitments.

The Company has interest rate swap assets and liabilities associated with certain customer commercial loans. The interest rate swap asset with the customer is offset with an equal swap agreement with a highly rated third-party

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financial institution (i.e., “back-to-back”). Both the interest rate swap assets and liabilities are free-standing derivatives and are recorded at fair value utilizing Level 2 inputs.

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

|  | June 30, 2023 |
(Dollars in thousands) |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Securities available for sale |  |  |  |  |  |  |  |  |  |  |  |
State and municipals |  | $ | 50,909 |  |  | $ | — |  |  | $ | 50,909 |  |  | $ | — |
U.S. Treasury and agencies |  |  | 60,702 |  |  |  | — |  |  |  | 60,702 |  |  |  | — |
Mortgage backed securities |  |  | 192,042 |  |  |  | — |  |  |  | 184,598 |  |  |  | 7,444 |
Corporate bonds |  |  | 36,964 |  |  |  | — |  |  |  | 28,665 |  |  |  | 8,299 |
Total securities available for sale |  | $ | 340,617 |  |  | $ | — |  |  | $ | 324,874 |  |  | $ | 15,743 |
Other assets |  |  |  |  |  |  |  |  |  |  |  |
MSR assets |  | $ | 28,246 |  |  | $ | — |  |  | $ | — |  |  | $ | 28,246 |
Rabbi trust assets |  |  | 584 |  |  |  | 584 |  |  |  | — |  |  |  | — |
Mortgage derivative asset |  |  | 305 |  |  |  | — |  |  |  | 305 |  |  |  | — |
Interest rate swap asset |  |  | 95 |  |  |  | — |  |  |  | 95 |  |  |  | — |
Other liabilities |  |  |  |  |  |  |  |  |  |  |  |
Interest rate swap liability |  | $ | 95 |  |  | $ | — |  |  | $ | 95 |  |  | $ | — |

|  | December 31, 2022 |
(Dollars in thousands) |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Securities available for sale |  |  |  |  |  |  |  |  |  |  |  |
State and municipals |  | $ | 50,993 |  |  | $ | — |  |  | $ | 50,993 |  |  | $ | — |
U.S. Treasury and agencies |  |  | 67,162 |  |  |  | — |  |  |  | 67,162 |  |  |  | — |
Mortgage backed securities |  |  | 196,336 |  |  |  | — |  |  |  | 188,719 |  |  |  | 7,617 |
Corporate bonds |  |  | 39,850 |  |  |  | — |  |  |  | 35,561 |  |  |  | 4,289 |
Total securities available for sale |  | $ | 354,341 |  |  | $ | — |  |  | $ | 342,435 |  |  | $ | 11,906 |
Other assets |  |  |  |  |  |  |  |  |  |  |  |
MSR assets |  | $ | 28,991 |  |  | $ | — |  |  | $ | — |  |  | $ | 28,991 |
Rabbi trust assets |  |  | 584 |  |  |  | 584 |  |  |  | — |  |  |  | — |
Mortgage derivative asset |  |  | 112 |  |  |  | — |  |  |  | 112 |  |  |  | — |
Interest rate swap asset |  |  | 95 |  |  |  | — |  |  |  | 95 |  |  |  | — |
Other liabilities |  |  |  |  |  |  |  |  |  |  |  |
Mortgage derivative liability |  | $ | 24 |  |  | $ | — |  |  | $ | 24 |  |  | $ | — |
Interest rate swap liability |  |  | 95 |  |  |  | — |  |  |  | 95 |  |  |  | — |

The following table presents the change in corporate bonds and mortgage backed securities using Level 3 inputs for the periods stated.

(Dollars in thousands) |  | Corporate Bonds |  |  | Mortgage Backed Securities |
Balance as of December 31, 2022 |  | $ | 4,289 |  |  | $ | 7,617 |
Transfers from Level 2 to Level 3 |  |  | 4,000 |  |  |  | — |
Fair value adjustments |  |  | 10 |  |  |  | (173 | )
Balance as of June 30, 2023 |  | $ | 8,299 |  |  | $ | 7,444 |

As of June 30, 2023, 11 corporate bonds totaling $8.3 million and six mortgage backed securities totaling $7.4 million were reported at their respective amortized cost and as Level 3 assets in the fair value hierarchy, as there were no observable market prices for similar investments. The $4.0 million transfer from Level 2 to Level 3 inputs for corporate bonds in the first six months of 2023 was attributable to one security for which a fair value could not be obtained as of June 30, 2023.

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Mortgage Servicing Rights

A third-party model is used to determine the fair value of the Company’s MSR assets. The model establishes pools of performing loans, calculates projected future cash flows for each pool, and applies a discount rate to each pool. As of June 30, 2023 and December 31, 2022, the Company was servicing approximately $2.15 billion and $2.16 billion of loans, respectively. Loans are segregated into homogenous pools based on loan term, interest rates, and other similar characteristics. Cash flows are then estimated based on net servicing fee income and utilizing assumed servicing costs and prepayment speeds. The weighted average net servicing fee income of the portfolio was 28.3 basis points as of June 30, 2023. Estimated base annual servicing costs were $75.00 to $85.00 per loan depending on the guarantor. Prepayment speeds in the model are based on empirically derived data for mortgage pool factors and differences between a mortgage pool’s weighted average coupon and its current mortgage rate. The weighted average prepayment speed assumption used in the fair value model was 8.06% as of June 30, 2023. A base discount rate of 9.50% to 11.50% (9.92% weighted average discount rate) was then applied to each pool’s projected future cash flows as of June 30, 2023. The discount rate is intended to represent the estimated market yield for the highest quality grade of comparable servicing. MSR assets are classified as Level 3.

The following table presents the change in MSR assets as of the dates and for the periods stated.

(Dollars in thousands) |  | MSR Assets |
Balance as of December 31, 2022 |  | $ | 28,991 |
Additions |  |  | 619 |
Fair value adjustments |  |  | (1,364 | )
Balance as of June 30, 2023 |  | $ | 28,246 |

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

Other Equity Investments

The fair value of other equity investments, including the Company's investments in certain fintech companies, is based on either observable market prices, if available, or observable market transactions for identical or significantly similar investments (Level 2).

Collateral-dependent Loans

Collateral-dependent loans with specific reserves are carried at fair value, which equals the estimated market value of the collateral less estimated costs to sell. Collateral may be in the form of real estate, securities, or business assets, including equipment, inventory, and accounts receivable. A loan may have multiple types of collateral; however, the majority of the Company’s loan collateral is real estate. The value of real estate collateral is generally determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral value is significantly adjusted due to differences in the comparable properties or is discounted by the Company because of lack of marketability, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant or the net book value on the applicable borrower’s financial statements if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Fair value adjustments are recorded in the period incurred as provision for credit losses on the consolidated statements of operations.

Loans Held for Sale

Mortgage loans originated or purchased and intended for sale in the secondary market (i.e., loans held for sale) are carried at estimated market value in the aggregate. Changes in fair value are recognized in residential mortgage banking income, including MSRs, on the consolidated statements of operations (Level 2).

Certain consumer loans originated by the Bank and sourced by fintech partners are classified on the consolidated balance sheets as held for sale. After origination, these loans are sold directly to the applicable fintech partner or another

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investor at par, generally up to 10 days from origination. Due to the relatively short time between origination and sale, these loans are held at cost, which approximates fair value (Level 2).

Government guaranteed loans, or portions thereof, intended for sale in the secondary market are classified as held for sale on the consolidated balance sheets and carried at the lower of cost or estimated fair market value (Level 2).

Other Real Estate Owned (“OREO”)

Certain assets such as OREO are measured at fair value less estimated costs to sell. Valuation of OREO is generally determined using current appraisals from independent appraisers (Level 2). If current appraisals cannot be obtained prior to reporting dates, or if declines in value are identified after a recent appraisal is received, appraisal values are discounted, resulting in Level 3 estimates. If the Company markets the property with a real estate agent or broker, estimated selling costs reduce the listing price, resulting in a valuation based on Level 3 inputs.

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

|  | June 30, 2023 |
(Dollars in thousands) |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Other equity investments |  | $ | 22,693 |  |  | $ | — |  |  | $ | 22,693 |  |  | $ | — |
Collateral-dependent loans |  |  | 80,739 |  |  |  | — |  |  |  | — |  |  |  | 80,739 |
Loans held for sale |  |  | 64,102 |  |  |  | — |  |  |  | 64,102 |  |  |  | — |

|  | December 31, 2022 |
(Dollars in thousands) |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Other equity investments |  | $ | 23,776 |  |  | $ | — |  |  | $ | 23,776 |  |  | $ | — |
Impaired loans - Pre-ASC 326 |  |  | 54,906 |  |  |  | — |  |  |  | — |  |  |  | 54,906 |
Loans held for sale |  |  | 69,534 |  |  |  | — |  |  |  | 69,534 |  |  |  | — |
OREO |  |  | 195 |  |  |  | — |  |  |  | — |  |  |  | 195 |

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

(Dollars in thousands) |  | Balance as of June 30, 2023 |  |  | Unobservable Input |  | Range
Collateral-dependent loans |  |  |  |  |  |  |
Discounted appraised value technique |  |  | 80,739 |  |  | Selling Costs |  | 7% - 10%

(Dollars in thousands) |  | Balance as of December 31, 2022 |  |  | Unobservable Input |  | Range |
Impaired loans - Pre-ASC 326 |  |  |  |  |  |  |  |
Discounted appraised value technique |  |  | 54,761 |  |  | Selling Costs |  | 7% - 10% |
Discounted cash flows technique |  |  | 145 |  |  | Discount Rate |  | 4% - 11% |
OREO |  |  |  |  |  |  |  |
Discounted appraised value technique |  |  | 195 |  |  | Selling Costs |  |  | 7 | %

Fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practical to estimate the value is based upon the characteristics of the instruments and relevant market information. Financial instruments include cash, evidence of ownership in an entity, or contracts that convey or impose on an entity that contractual right or obligation to either receive or deliver cash for another financial instrument. The information used to determine fair value is highly subjective and judgmental in nature and, therefore, the results may not be precise. Subjective factors include, among other things, estimates of cash flows, risk characteristics, credit quality, and interest rates, all of which are subject to change. Since the fair value is estimated as of the balance sheet date, the amounts that will actually be realized or paid upon settlement or maturity on these various instruments could be significantly different.

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

|  | June 30, 2023 |
|  |  |  |  |  |  |  | Fair Value Measurements |
(Dollars in thousands) |  | Carrying Value |  |  | Fair Value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Financial Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks |  | $ | 131,843 |  |  | $ | 131,843 |  |  | $ | 131,843 |  |  | $ | — |  |  | $ | — |
Federal funds sold |  |  | 2,492 |  |  |  | 2,492 |  |  |  | 2,492 |  |  |  | — |  |  |  | — |
Securities available for sale |  |  | 340,617 |  |  |  | 340,617 |  |  |  | — |  |  |  | 324,874 |  |  |  | 15,743 |
Restricted equity investments |  |  | 17,538 |  |  |  | 17,538 |  |  |  | — |  |  |  | 17,538 |  |  |  | — |
Other equity investments |  |  | 22,693 |  |  |  | 22,693 |  |  |  | — |  |  |  | 22,693 |  |  |  | — |
Other investments |  |  | 27,157 |  |  |  | 27,157 |  |  |  | — |  |  |  | — |  |  |  | 27,157 |
PPP loans receivable, net |  |  | 7,234 |  |  |  | 7,234 |  |  |  | — |  |  |  | — |  |  |  | 7,234 |
Loans held for investment, net |  |  | 2,408,630 |  |  |  | 2,329,532 |  |  |  | — |  |  |  | — |  |  |  | 2,329,532 |
Accrued interest receivable |  |  | 15,474 |  |  |  | 15,474 |  |  |  | — |  |  |  | 15,474 |  |  |  | — |
Bank owned life insurance |  |  | 47,828 |  |  |  | 47,828 |  |  |  | — |  |  |  | 47,828 |  |  |  | — |
MSR assets |  |  | 28,246 |  |  |  | 28,246 |  |  |  | — |  |  |  | — |  |  |  | 28,246 |
Financial Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Noninterest-bearing demand deposits |  | $ | 575,989 |  |  | $ | 575,989 |  |  | $ | 575,989 |  |  | $ | — |  |  | $ | — |
Interest-bearing demand and money market deposits |  |  | 1,293,754 |  |  |  | 1,293,754 |  |  |  | — |  |  |  | 1,293,754 |  |  |  | — |
Savings deposits |  |  | 131,332 |  |  |  | 131,332 |  |  |  | — |  |  |  | 131,332 |  |  |  |
Time deposits |  |  | 612,019 |  |  |  | 608,923 |  |  |  | — |  |  |  | — |  |  |  | 608,923 |
FHLB borrowings |  |  | 219,100 |  |  |  | 223,296 |  |  |  | — |  |  |  | 223,296 |  |  |  | — |
FRB borrowings |  |  | 65,000 |  |  |  | 65,000 |  |  |  | — |  |  |  | 65,000 |  |  |  | — |
Subordinated notes, net |  |  | 39,888 |  |  |  | 37,094 |  |  |  | — |  |  |  | — |  |  |  | 37,094 |

|  | December 31, 2022 |
|  |  |  |  |  |  |  | Fair Value Measurements |
(Dollars in thousands) |  | Carrying Value |  |  | Fair Value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Financial Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks |  | $ | 77,274 |  |  | $ | 77,274 |  |  | $ | 77,274 |  |  | $ | — |  |  | $ | — |
Federal funds sold |  |  | 1,426 |  |  |  | 1,426 |  |  |  | 1,426 |  |  |  | — |  |  |  | — |
Securities available for sale |  |  | 354,341 |  |  |  | 354,341 |  |  |  | — |  |  |  | 342,435 |  |  |  | 11,906 |
Restricted equity investments |  |  | 21,257 |  |  |  | 21,257 |  |  |  | — |  |  |  | 21,257 |  |  |  | — |
Other equity investments |  |  | 23,776 |  |  |  | 23,776 |  |  |  | — |  |  |  | 23,776 |  |  |  | — |
Other investments |  |  | 24,672 |  |  |  | 24,672 |  |  |  | — |  |  |  | — |  |  |  | 24,672 |
PPP loans receivable, net |  |  | 11,967 |  |  |  | 11,967 |  |  |  | — |  |  |  | — |  |  |  | 11,967 |
Loans held for investment, net |  |  | 2,368,352 |  |  |  | 2,313,241 |  |  |  | — |  |  |  | — |  |  |  | 2,313,241 |
Accrued interest receivable |  |  | 11,569 |  |  |  | 11,569 |  |  |  | — |  |  |  | 11,569 |  |  |  | — |
Bank owned life insurance |  |  | 47,245 |  |  |  | 47,245 |  |  |  | — |  |  |  | 47,245 |  |  |  | — |
MSR assets |  |  | 28,991 |  |  |  | 28,991 |  |  |  | — |  |  |  | — |  |  |  | 28,991 |
Financial Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Noninterest-bearing demand deposits |  | $ | 640,101 |  |  | $ | 640,101 |  |  | $ | 640,101 |  |  | $ | — |  |  | $ | — |
Interest-bearing demand and money market deposits |  |  | 1,318,799 |  |  |  | 1,318,799 |  |  |  | — |  |  |  | 1,318,799 |  |  |  | — |
Savings deposits |  |  | 151,646 |  |  |  | 151,646 |  |  |  | — |  |  |  | 151,646 |  |  |  | — |
Time deposits |  |  | 391,961 |  |  |  | 352,294 |  |  |  | — |  |  |  | — |  |  |  | 352,294 |
FHLB borrowings |  |  | 311,700 |  |  |  | 311,700 |  |  |  | — |  |  |  | 311,700 |  |  |  | — |
FRB borrowings |  |  | 51 |  |  |  | 51 |  |  |  | — |  |  |  | 51 |  |  |  | — |
Subordinated notes, net |  |  | 39,920 |  |  |  | 37,689 |  |  |  | — |  |  |  | — |  |  |  | 37,689 |

Note 11 – Minimum Regulatory Capital Requirements (Restated)

This note has been restated to reflect the changes described in the Explanatory Note and in the Restatement section of Note 1 of this Form 10-Q/A.

Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. A financial institution's capital

36

amounts and classification are also subject to qualitative judgments by regulators regarding components, risk weightings, and other factors.

Pursuant to the final rules implementing the Basel Co mmittee on Banking Supervision's capital guidelines for U.S. banks (the “Basel III rules”), the Bank must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios of 2.50% for all ratios, except the tier 1 leverage ratio. If a banking organization dips into its capital conservation buffer, it is subject to limitations on certain activities, including payment of dividends, share repurchases, and discretionary compensation to certain officers.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized; although, these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. As of June 30, 2023 and December 31, 2022, the Bank met the capital requirements to be classified as well capitalized.

As previously noted, the Company adopted CECL effective January 1, 2023. Federal and state banking regulations allow financial institutions to irrevocably elect to phase-in the after-tax cumulative effect adjustment at adoption to retained earnings (“CECL Transitional Amount”) over a three-year period. The three-year phase-in of the CECL Transitional Amount to regulatory capital will be 25%, 50%, and 25% in 2023, 2024, and 2025, respectively. The Bank made this irrevocable election effective with its first quarter 2023 call report.

The following tables present the capital and capital ratios to which the Bank is subject and the amounts and ratios to be adequately and well capitalized as of the dates stated. Adequately capitalized ratios include the conversation buffer, if applicable. The CECL Transitional Amount was $8.1 million, of which $2.0 million reduced the regulatory capital amounts and capital ratios as of June 30, 2023.

|  | June 30, 2023 (Restated) |
|  | Actual |  |  | For Capital Adequacy Purposes |  |  | To Be Well Capitalized |
(Dollars in thousands) |  | Amount |  |  | Ratio |  |  | Amount |  |  | Ratio |  |  | Amount |  |  | Ratio |
Total risk based capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 293,176 |  |  |  | 10.60 | % |  | $ | 290,342 |  |  |  | 10.50 | % |  | $ | 276,516 |  |  |  | 10.00 | %
Tier 1 capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 258,604 |  |  |  | 9.35 | % |  | $ | 235,039 |  |  |  | 8.50 | % |  | $ | 221,213 |  |  |  | 8.00 | %
Common equity tier 1 capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 258,604 |  |  |  | 9.35 | % |  | $ | 193,562 |  |  |  | 7.00 | % |  | $ | 179,736 |  |  |  | 6.50 | %
Tier 1 leverage |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To average assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 258,604 |  |  |  | 7.92 | % |  | $ | 130,590 |  |  |  | 4.00 | % |  | $ | 163,237 |  |  |  | 5.00 | %

|  | December 31, 2022 |
|  | Actual |  |  | For Capital Adequacy Purposes |  |  | To Be Well Capitalized |
(Dollars in thousands) |  | Amount |  |  | Ratio |  |  | Amount |  |  | Ratio |  |  | Amount |  |  | Ratio |
Total risk based capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 301,097 |  |  |  | 10.93 | % |  | $ | 289,246 |  |  |  | 10.50 | % |  | $ | 275,473 |  |  |  | 10.00 | %
Tier 1 capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 268,545 |  |  |  | 9.75 | % |  | $ | 234,152 |  |  |  | 8.50 | % |  | $ | 220,379 |  |  |  | 8.00 | %
Common equity tier 1 capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 268,545 |  |  |  | 9.75 | % |  | $ | 192,831 |  |  |  | 7.00 | % |  | $ | 179,058 |  |  |  | 6.50 | %
Tier 1 leverage |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To average assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 268,545 |  |  |  | 8.90 | % |  | $ | 120,644 |  |  |  | 4.00 | % |  | $ | 150,805 |  |  |  | 5.00 | %

37

Note 12 – Commitments and Contingencies

In the ordinary course of operations, the Company offers various financial products to its customers to meet their credit and liquidity needs. These instruments involve elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and stand-by letters of credit written is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional commitments as it does for on-balance sheet commitments.

Subject to its normal credit standards and risk monitoring procedures, the Company makes contractual commitments to extend credit. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. As of June 30, 2023 and December 31, 2022, the Company had outstanding loan commitments of $679.1 million and $736.1 million, respectively.

Conditional commitments are issued by the Company in the form of financial stand-by letters of credit, which guarantee payment to the underlying beneficiary (i.e., third party) if the customer fails to meet its designated financial obligation. As of June 30, 2023 and December 31, 2022, commitments under outstanding financial stand-by letters of credit totaled $29.5 million and $29.8 mil lion, respectively. The credit risk of issuing financial stand-by letters of credit can be greater than the risk involved in extending loans to customers.

Upon the adoption of ASC 326 on January 1, 2023, the Company recorded an increase in its reserve for unfunded commitments of $3.7 million. Most of this increase was attributable to higher funding assumptions of the underlying credit commitments, based on industry data available. For the three and six months ended June 30, 2023, the Company recorded a reduction in the provision for credit losses for unfunded commitments of $600 thousand and $1.0 million, respectively, which was primarily attributable to lower balances of loan commitments. As of June 30, 2023, the reserve for unfunded commitments was $4.5 million compared to $1.8 million as of December 31, 2022.

The Company invests in various partnerships, limited liability companies, and SBIC funds. Pursuant to these investments, the Company commits to an investment amount to be fulfilled in future periods. At June 30, 2023, the Company had future commitments outstanding totaling $17.9 m illion related to these investments.

Note 13 – Earnings Per Share (Restated)

This note has been restated to reflect the changes described in the Explanatory Note and in the Restatement section of Note 1 of this Form 10-Q/A.

The following table shows the calculation of basic and diluted earnings per share ("EPS") and the weighted average number of shares outstanding used in computing EPS and the effect on the weighted average number of shares outstanding of dilutive potential common stock for the periods stated. Basic EPS amounts are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding (the denominator). Diluted EPS amounts assume the conversion, exercise, or issuance of all potential common stock instruments, unless the effect would be to reduce the loss or increase earnings per common share. Potential dilutive common stock instruments include exercisable stock options and PSAs. For the three and six months ended June 30, 2023, all outstanding stock options and PSAs of the Company’s common stock were considered anti-dilutive and excluded from the computation of diluted EPS, due to the net loss in the same respective periods. For the three and six months ended June 30, 2022, no stock options for the Company's common stock were considered anti-dilutive and excluded from the computation of diluted EPS, and there were no outstanding PSAs during these periods.

38

|  | For the three months ended |  |  | For the six months ended |
|  | June 30, 2023 |  |  | June 30, 2022 |  |  | June 30, 2023 |  |  | June 30, 2022 |
(Dollars in thousands, except per share data) |  | (Restated) |  |  |  |  |  | (Restated) |  |  |  |
Weighted average common shares outstanding, basic |  |  | 18,850,625 |  |  |  | 18,766,542 |  |  |  | 18,853,553 |  |  |  | 18,769,384 |
Effect of dilutive securities |  |  | — |  |  |  | 11,666 |  |  |  | — |  |  |  | 14,502 |
Weighted average common shares outstanding, dilutive |  |  | 18,850,625 |  |  |  | 18,778,208 |  |  |  | 18,853,553 |  |  |  | 18,783,886 |
Net (loss) income: |  |  |  |  |  |  |  |  |  |  |  |
Net (loss) income from continuing operations |  |  | (8,613 | ) |  | $ | 1,118 |  |  | $ | (4,643 | ) |  | $ | 18,538 |
Net income from discontinued operations |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 337 |
Net income from discontinued operations attributable to noncontrolling interest |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1 | )
Net (loss) income attributable to Blue Ridge Bankshares, Inc. |  | $ | (8,613 | ) |  | $ | 1,118 |  |  | $ | (4,643 | ) |  | $ | 18,874 |
Basic and diluted (loss) earnings per share: |  |  |  |  |  |  |  |  |  |  |  |
(Loss) earnings per share from continuing operations |  | $ | (0.45 | ) |  | $ | 0.06 |  |  | $ | (0.25 | ) |  | $ | 0.99 |
(Loss) earnings per share from discontinued operations |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 0.02 |
(Loss) earnings per share attributable to Blue Ridge Bankshares, Inc. |  | $ | (0.45 | ) |  | $ | 0.06 |  |  | $ | (0.25 | ) |  | $ | 1.01 |

Note 14 – Business Segments (Restated)

This note has been restated to reflect the changes described in the Explanatory Note and in the Restatement section of Note 1 of this Form 10-Q/A.

The Company has three reportable business segments: commercial banking, mortgage banking, and holding company activ ities. The commercial banking business segment makes loans to and generates deposits from individuals and businesses, while offering a wide array of general banking activities to its customers. It is distinct from the Company's mortgage banking division, which concentrates on individual mortgage lending and sales activities. Activities at the holding company (or parent level) are primarily associated with investments, borrowings, and certain noninterest expenses.

The following tables present statement of operations items and assets by segment as of the dates and for the periods stated.

|  | As of and for the three months ended June 30, 2023 (Restated) |
(Dollars in thousands) |  | Commercial Banking |  |  | Mortgage Banking |  |  | Parent Only |  |  | Eliminations |  |  | Blue Ridge Bankshares, Inc. Consolidated |
NET INTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  | $ | 42,040 |  |  | $ | 415 |  |  | $ | 5 |  |  | $ | — |  |  | $ | 42,460 |
Interest expense |  |  | 17,853 |  |  |  | 170 |  |  |  | 547 |  |  |  | — |  |  |  | 18,570 |
Net interest income |  |  | 24,187 |  |  |  | 245 |  |  |  | (542 | ) |  |  | — |  |  |  | 23,890 |
Provision for credit losses |  |  | 10,013 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 10,013 |
Net interest income after provision for credit losses |  |  | 14,174 |  |  |  | 245 |  |  |  | (542 | ) |  |  | — |  |  |  | 13,877 |
NONINTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential mortgage banking income, including MSRs |  |  | 642 |  |  |  | 3,653 |  |  |  | — |  |  |  | — |  |  |  | 4,295 |
Gain on sale of guaranteed government loans |  |  | 2,384 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,384 |
Service charges on deposit accounts |  |  | 349 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 349 |
Increase in cash surrender value of bank owned life insurance |  |  | 292 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 292 |
Other income |  |  | 2,797 |  |  |  | — |  |  |  | (282 | ) |  |  | (99 | ) |  |  | 2,416 |
Total noninterest income |  |  | 6,464 |  |  |  | 3,653 |  |  |  | (282 | ) |  |  | (99 | ) |  |  | 9,736 |
NONINTEREST EXPENSE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  |  | 12,233 |  |  |  | 2,285 |  |  |  | — |  |  |  | — |  |  |  | 14,518 |
Other operating expenses |  |  | 15,917 |  |  |  | 1,392 |  |  |  | 2,324 |  |  |  | (99 | ) |  |  | 19,534 |
Total noninterest expense |  |  | 28,150 |  |  |  | 3,677 |  |  |  | 2,324 |  |  |  | (99 | ) |  |  | 34,052 |
(Loss) income from continuing operations before income tax expense |  |  | (7,512 | ) |  |  | 221 |  |  |  | (3,148 | ) |  |  | — |  |  |  | (10,439 | )
Income tax (benefit) expense |  |  | (1,199 | ) |  |  | 34 |  |  |  | (661 | ) |  |  | — |  |  |  | (1,826 | )
Net (loss) income |  | $ | (6,313 | ) |  | $ | 187 |  |  | $ | (2,487 | ) |  | $ | — |  |  | $ | (8,613 | )
Total assets as of June 30, 2023 |  | $ | 3,141,817 |  |  | $ | 41,124 |  |  | $ | 273,280 |  |  | $ | (241,797 | ) |  | $ | 3,214,424 |

39

|  | As of and for the three months ended June 30, 2022 |
(Dollars in thousands) |  | Commercial Banking |  |  | Mortgage Banking |  |  | Parent Only |  |  | Eliminations |  |  | Blue Ridge Bankshares, Inc. Consolidated |
NET INTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  | $ | 25,725 |  |  | $ | 337 |  |  | $ | 181 |  |  | $ | — |  |  | $ | 26,243 |
Interest expense |  |  | 1,402 |  |  |  | 93 |  |  |  | 658 |  |  |  | — |  |  |  | 2,153 |
Net interest income |  |  | 24,323 |  |  |  | 244 |  |  |  | (477 | ) |  |  | — |  |  |  | 24,090 |
Provision for credit losses |  |  | 7,494 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 7,494 |
Net interest income after provision for credit losses |  |  | 16,829 |  |  |  | 244 |  |  |  | (477 | ) |  |  | — |  |  |  | 16,596 |
NONINTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential mortgage banking income, including MSRs |  |  | (25 | ) |  |  | 5,985 |  |  |  | — |  |  |  | — |  |  |  | 5,960 |
Gain on sale of guaranteed government loans |  |  | 1,538 |  |  |  |  |  |  | — |  |  |  | — |  |  |  | 1,538 |
Service charges on deposit accounts |  |  | 327 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 327 |
Increase in cash surrender value of bank owned life insurance |  |  | 276 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 276 |
Other income |  |  | 2,457 |  |  |  | — |  |  |  | (173 | ) |  |  | (195 | ) |  |  | 2,089 |
Total noninterest income |  |  | 4,573 |  |  |  | 5,985 |  |  |  | (173 | ) |  |  | (195 | ) |  |  | 10,190 |
NONINTEREST EXPENSE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  |  | 10,916 |  |  |  | 4,957 |  |  |  | — |  |  |  | — |  |  |  | 15,873 |
Other operating expenses |  |  | 8,506 |  |  |  | 761 |  |  |  | 381 |  |  |  | (195 | ) |  |  | 9,453 |
Total noninterest expense |  |  | 19,422 |  |  |  | 5,718 |  |  |  | 381 |  |  |  | (195 | ) |  |  | 25,326 |
Income (loss) from continuing operations before income tax expense |  |  | 1,980 |  |  |  | 511 |  |  |  | (1,031 | ) |  |  | — |  |  |  | 1,460 |
Income tax expense (benefit) |  |  | 389 |  |  |  | 108 |  |  |  | (155 | ) |  |  | — |  |  |  | 342 |
Net income (loss) from continuing operations |  | $ | 1,591 |  |  | $ | 403 |  |  | $ | (876 | ) |  | $ | — |  |  | $ | 1,118 |
Total assets as of June 30, 2022 |  | $ | 2,712,209 |  |  | $ | 55,335 |  |  | $ | 316,891 |  |  | $ | (284,792 | ) |  | $ | 2,799,643 |

|  | As of and for the six months ended June 30, 2023 (Restated) |
(Dollars in thousands) |  | Commercial Banking |  |  | Mortgage Banking |  |  | Parent Only |  |  | Eliminations |  |  | Blue Ridge Bankshares, Inc. Consolidated |
NET INTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  | $ | 82,619 |  |  | $ | 720 |  |  | $ | 11 |  |  | $ | — |  |  | $ | 83,350 |
Interest expense |  |  | 32,855 |  |  |  | 309 |  |  |  | 1,100 |  |  |  | — |  |  |  | 34,264 |
Net interest income |  |  | 49,764 |  |  |  | 411 |  |  |  | (1,089 | ) |  |  | — |  |  |  | 49,086 |
Provision for credit losses |  |  | 8,503 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 8,503 |
Net interest income after provision for credit losses |  |  | 41,261 |  |  |  | 411 |  |  |  | (1,089 | ) |  |  | — |  |  |  | 40,583 |
NONINTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential mortgage banking income, including MSRs |  |  | 642 |  |  |  | 4,956 |  |  |  | — |  |  |  | — |  |  |  | 5,598 |
Gain on sale of guaranteed government loans |  |  | 4,793 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4,793 |
Service charges on deposit accounts |  |  | 692 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 692 |
Increase in cash surrender value of bank owned life insurance |  |  | 574 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 574 |
Other income |  |  | 5,885 |  |  |  | — |  |  |  | (325 | ) |  |  | (198 | ) |  |  | 5,362 |
Total noninterest income |  |  | 12,586 |  |  |  | 4,956 |  |  |  | (325 | ) |  |  | (198 | ) |  |  | 17,019 |
NONINTEREST EXPENSE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  |  | 24,861 |  |  |  | 4,946 |  |  |  | — |  |  |  | — |  |  |  | 29,807 |
Other operating expenses |  |  | 27,127 |  |  |  | 2,877 |  |  |  | 3,286 |  |  |  | (198 | ) |  |  | 33,092 |
Total noninterest expense |  |  | 51,988 |  |  |  | 7,823 |  |  |  | 3,286 |  |  |  | (198 | ) |  |  | 62,899 |
Loss from continuing operations before income tax expense |  |  | 1,859 |  |  |  | (2,456 | ) |  |  | (4,700 | ) |  |  | — |  |  |  | (5,297 | )
Income tax benefit |  |  | 882 |  |  |  | (549 | ) |  |  | (987 | ) |  |  | — |  |  |  | (654 | )
Net loss |  | $ | 977 |  |  | $ | (1,907 | ) |  | $ | (3,713 | ) |  | $ | — |  |  | $ | (4,643 | )
Total assets as of June 30, 2023 |  | $ | 3,141,817 |  |  | $ | 41,124 |  |  | $ | 273,280 |  |  | $ | (241,797 | ) |  | $ | 3,214,424 |

40

|  | As of and for the six months ended June 30, 2022 |
(Dollars in thousands) |  | Commercial Banking |  |  | Mortgage Banking |  |  | Parent Only |  |  | Eliminations |  |  | Blue Ridge Bankshares, Inc. Consolidated |
NET INTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  | $ | 50,908 |  |  | $ | 928 |  |  | $ | 209 |  |  | $ | — |  |  | $ | 52,045 |
Interest expense |  |  | 2,948 |  |  |  | 128 |  |  |  | 1,211 |  |  |  | — |  |  |  | 4,287 |
Net interest income |  |  | 47,960 |  |  |  | 800 |  |  |  | (1,002 | ) |  |  | — |  |  |  | 47,758 |
Provision for credit losses |  |  | 9,994 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 9,994 |
Net interest income after provision for credit losses |  |  | 37,966 |  |  |  | 800 |  |  |  | (1,002 | ) |  |  | — |  |  |  | 37,764 |
NONINTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential mortgage banking income, including MSRs |  |  | 176 |  |  |  | 15,343 |  |  |  | — |  |  |  | — |  |  |  | 15,519 |
Gain on sale of guaranteed government loans |  |  | 2,965 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,965 |
Service charges on deposit accounts |  |  | 642 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 642 |
Increase in cash surrender value of bank owned life insurance |  |  | 548 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 548 |
Other income |  |  | 5,634 |  |  |  | — |  |  |  | 9,253 |  |  |  | (277 | ) |  |  | 14,610 |
Total noninterest income |  |  | 9,965 |  |  |  | 15,343 |  |  |  | 9,253 |  |  |  | (277 | ) |  |  | 34,284 |
NONINTEREST EXPENSE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  |  | 20,005 |  |  |  | 9,964 |  |  |  | — |  |  |  |  |  |  | 29,969 |
Other operating expenses |  |  | 15,087 |  |  |  | 2,697 |  |  |  | 539 |  |  |  | (277 | ) |  |  | 18,046 |
Total noninterest expense |  |  | 35,092 |  |  |  | 12,661 |  |  |  | 539 |  |  |  | (277 | ) |  |  | 48,015 |
Income from continuing operations before income tax expense |  |  | 12,839 |  |  |  | 3,482 |  |  |  | 7,712 |  |  |  | — |  |  |  | 24,033 |
Income tax expense |  |  | 3,295 |  |  |  | 732 |  |  |  | 1,468 |  |  |  | — |  |  |  | 5,495 |
Net income from continuing operations |  | $ | 9,544 |  |  | $ | 2,750 |  |  | $ | 6,244 |  |  | $ | — |  |  | $ | 18,538 |
Discontinued Operations |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Income from discontinued operations before income taxes |  |  | 426 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 426 |
Income tax expense |  |  | 89 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 89 |
Net income from discontinued operations |  |  | 337 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 337 |
Net income |  | $ | 9,881 |  |  | $ | 2,750 |  |  | $ | 6,244 |  |  | $ | — |  |  | $ | 18,875 |
Net income from discontinued operations attributable to noncontrolling interest |  |  | (1 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1 | )
Net income attributable to Blue Ridge Bankshares, Inc. |  | $ | 9,880 |  |  | $ | 2,750 |  |  | $ | 6,244 |  |  | $ | — |  |  | $ | 18,874 |
Total assets as of June 30, 2022 |  | $ | 2,712,209 |  |  | $ | 55,335 |  |  | $ | 316,891 |  |  | $ | (284,792 | ) |  | $ | 2,799,643 |

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Note 15 – Changes to Accumulated Other Comprehensive Income (Loss), net

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

|  | For the three months ended June 30, 2023 |
(Dollars in thousands) |  | Net Unrealized Losses on Available for Sale Securities |  |  | Transfer of Securities Held to Maturity to Available For Sale |  |  | Pension and Post-retirement Benefit Plans |  |  | Accumulated Other Comprehensive Loss, net |
Balance as of April 1, 2023 |  | $ | (41,659 | ) |  | $ | 425 |  |  | $ | (1 | ) |  | $ | (41,235 | )
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $1,446 |  |  | (5,023 | ) |  |  | — |  |  |  | — |  |  |  | (5,023 | )
Balance as of June 30, 2023 |  | $ | (46,682 | ) |  | $ | 425 |  |  | $ | (1 | ) |  | $ | (46,258 | )
|  | For the three months ended June 30, 2022 |
(Dollars in thousands) |  | Net Unrealized Losses on Available for Sale Securities |  |  | Transfer of Securities Held to Maturity to Available For Sale |  |  | Pension and Post-retirement Benefit Plans |  |  | Accumulated Other Comprehensive Loss, net |
Balance as of April 1, 2022 |  | $ | (21,900 | ) |  | $ | 425 |  |  | $ | (1 | ) |  | $ | (21,476 | )
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $4,257 |  |  | (16,015 | ) |  |  | — |  |  |  | — |  |  |  | (16,015 | )
Balance as of June 30, 2022 |  | $ | (37,915 | ) |  | $ | 425 |  |  | $ | (1 | ) |  | $ | (37,491 | )

|  | For the six months ended June 30, 2023 |
(Dollars in thousands) |  | Net Unrealized Losses on Available for Sale Securities |  |  | Transfer of Securities Held to Maturity to Available For Sale |  |  | Pension and Post-retirement Benefit Plans |  |  | Accumulated Other Comprehensive Loss, net |
Balance as of January 1, 2023 |  | $ | (45,525 | ) |  | $ | 425 |  |  | $ | (1 | ) |  | $ | (45,101 | )
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $333 |  |  | (1,157 | ) |  |  | — |  |  |  | — |  |  |  | (1,157 | )
Balance as of June 30, 2023 |  | $ | (46,682 | ) |  | $ | 425 |  |  | $ | (1 | ) |  | $ | (46,258 | )
|  | For the six months ended June 30, 2022 |
(Dollars in thousands) |  | Net Unrealized Losses on Available for Sale Securities |  |  | Transfer of Securities Held to Maturity to Available For Sale |  |  | Pension and Post-retirement Benefit Plans |  |  | Accumulated Other Comprehensive Loss, net |
Balance as of January 1, 2022 |  | $ | (4,056 | ) |  | $ | 425 |  |  | $ | (1 | ) |  | $ | (3,632 | )
Change in net unrealized holding losses on securities available for sale, net of deferred tax benefit of $9,000 |  |  | (33,859 | ) |  |  | — |  |  |  | — |  |  |  | (33,859 | )
Balance as of June 30, 2022 |  | $ | (37,915 | ) |  | $ | 425 |  |  | $ | (1 | ) |  | $ | (37,491 | )

Note 16 – Legal Matters

In the ordinary course of operations, the Company is party to legal proceedings. Based upon information currently available, management believes that such legal proceedings, in the aggregate, will not have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.

On August 12, 2019, a former employee of Virginia Community Bankshares, Inc. (“VCB”) and participant in its Employee Stock Ownership Plan (the “VCB ESOP”) filed a class action complaint against VCB, Virginia Community Bank, and certain individuals associated with the VCB ESOP in the U.S. District Court for the Western District of Virginia, Charlottesville Division. The complaint alleges, among other things, that the defendants breached their fiduciary duties to VCB ESOP participants in violation of the Employee Retirement Income Security Act of 1974, as amended. The complaint alleges that the VCB ESOP incurred damages “that approach or exceed $12 million.” The Company automatically assumed any liability of VCB in connection with this litigation as a result of its 2019 acquisition of VCB.

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Note 17 – Subsequent Events (Restated)

This note has been restated to reflect the changes described in the Explanatory Note and in the Restatement section of Note 1 of this Form 10-Q/A.

On July 12, 2023, the Board of the Company determined to forego the declaration and payment of a cash dividend on the Company’s common stock in the third quarter of 2023. The decision was based on the desire to preserve capital and available cash.

In the third quarter of 2023, the Company entered into a settlement term sheet with the plaintiff to resolve the VCB ESOP litigation (the "Term Sheet"). Under the Term Sheet, the parties have agreed to negotiate towards entering into a formal settlement agreement (the "Settlement Agreement") that would be contingent upon approval by the court hearing the case. As provided in the Term Sheet, the plaintiff has agreed to release the Company, the Bank, and related parties from all claims related to acts or omissions associated with the VCB ESOP, once the Settlement Agreement is entered into and approved by the court. The Company has agreed to make a settlement payment of $6.0 million to a fund for the benefit of VCB ESOP participants, with $5.95 million due after final approval of the settlement by the court, which is expected to occur late in the first quarter or early in the second quarter of 2024. If the court approves the Settlement Agreement, the ongoing lawsuit will be dismissed with prejudice, and all similar claims that were or could have been brought relating to the VCB ESOP will be released and barred. The Company entered into the Term Sheet to eliminate the burden and expense of further litigation and to resolve the claims that were or could have been asserted related to the VCB ESOP. The Company accrued $6.0 million in the third quarter of 2023 in anticipation of this proposed settlement.

In the third quarter of 2023, management concluded that goodwill had become impaired as a result of the decline in the Company's stock price and its market value relative to its book value. Accordingly, an impairment charge totaling $26.8 million, the entire amount of goodwill reported in the consolidated balance sheet, was recognized during the third quarter of 2023.

On October 30, 2023, the Board of Directors (the “Board”) of the Company determined to forego the declaration and payment of a cash dividend on the Company’s common stock in the fourth quarter of 2023. Additionally, the Board made the decision to suspend future quarterly dividend payments until further notice.

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

This section has been restated to reflect the changes described in the Explanatory Note and in the Restatement section of Note 1 to the Consolidated Financial Statements of this Form 10-Q/A.

The following presents management’s discussion and analysis of the Company’s consolidated financial condition and the results of our operations. This discussion should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in this Form 10-Q/A and the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K/A for the year ended December 31, 2022 (the “2022 Form 10-K/A”). Results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results of operations for the balance of 2023, or for any other period. As used in this report, the terms “the Company,” “we,” “us,” and “our” refer to Blue Ridge Bankshares, Inc. and its consolidated subsidiaries. The term “Bank” refers to Blue Ridge Bank, National Association.

Cautionary Note About Forward-Looking Statements

The Company makes certain forward-looking statements in this Form 10-Q/A that are subject to risks and uncertainties. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections, and statements of management’s beliefs concerning future events, business plans, objectives, expected operating results, and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan,” or words or phases of similar meaning. The Company cautions that the forward-looking statements are based largely on management’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond its control. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements.

The following factors, among others, could cause the Company’s financial performance to differ materially from that expressed in such forward-looking statements: (i) the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations; (ii) geopolitical conditions, including acts or threats of terrorism and/or military conflicts, or actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad; (iii) the residual effects of the COVID-19 pandemic, including the adverse impact on the Company’s business and operations and on the Company’s customers which may result, among other things, in increased delinquencies, defaults, foreclosures and losses on loans; (iv) the occurrence of significant natural disasters, including severe weather conditions, floods, health related issues, and other catastrophic events; (v) the Company’s management of risks inherent in its loan portfolio, the credit quality of its borrowers, and the risk of a prolonged downturn in the real estate market, which could impair the value of the Company’s collateral and its ability to sell collateral upon any foreclosure; (vi) changes in consumer spending and savings habits; (vii) deposit out flows; (viii) technological and social media changes; (ix) the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest rate, market and monetary fluctuations; (x) changing bank regulatory conditions, policies or programs, whether arising as new legislation or regulatory initiatives, that could lead to restrictions on activities of banks generally, or the Company’s subsidiary bank in particular, more restrictive regulatory capital requirements, increased costs, including deposit insurance premiums, regulation or prohibition of certain income producing activities or changes in the secondary market for loans and other products; (xi) the impact of changes in financial services policies, laws, and regulations, including laws, regulations and policies concerning taxes, banking, securities and insurance, and the application thereof by regulatory bodies; (xii) the impact of, and the ability to comply with, the terms of the formal written agreement between the Bank and the Office of the Comptroller of the Currency (the “OCC”); (xiii) the impact of changes in laws, regulations, and policies affecting the real estate industry; (xiv) the effect of changes in accounting policies and practices, as may be adopted from time to time by bank regulatory agencies, the Securities and Exchange Commission (the “SEC”), the Public Company Accounting Oversight Board, the Financial Accounting Standards Board or other accounting standards setting bodies; (xv) the timely development of competitive new products and services and the acceptance of these products and services by new and existing customers; (xvi) the willingness of users to substitute

44

competitors’ products and services for the Company’s products and services; (xvii) the outcome of any legal proceedings that may be instituted against the Company; (xviii) reputational risk and potential adverse reactions of the Company’s customers, suppliers, employees, or other business partners; (xix) the ability to maintain adequate liquidity by retaining deposits customers and secondary funding sources, especially if the Company's or industry's reputation become damaged; (xx) maintaining capital levels adequate to support the Company's growth and to remain well-capitalized under regulatory standards; (xxi) the effects of acquisitions the Company may make, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such transactions; (xxii) changes in the level of the Company’s nonperforming assets and charge-offs; (xxiii) the Company’s involvement, from time to time, in legal proceedings and examination and remedial actions by regulators; (xxiv) adverse developments in the financial industry generally, such as recent bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior; (xxv) potential exposure to fraud, negligence, computer theft, and cyber-crime; (xxvi) the Company’s ability to pay dividends; (xxvii) the ability to manage the Company's fintech relationships, including implementing enhanced controls and maintaining deposit levels and the quality of loans associated with these relationships; (xxviii) the Company’s involvement as a participating lender in the Paycheck Protection Program (“PPP”) as administered through the U.S. Small Business Administration; and (xxix) other risks and factors identified in the “Risk Factors” sections and elsewhere in documents the Company files from time to time with the SEC.

The foregoing factors should not be considered exhaustive and should be read together with other cautionary statements that are included in the 2022 Form 10-K/A including those discussed in the section entitled “Risk Factors.” If one or more of the factors affecting forward-looking information and statements proves incorrect, then actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this Form 10-Q/A. Therefore, the Company cautions not to place undue reliance on its forward-looking information and statements. The Company will not update the forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how these risks and uncertainties will affect it.

Regulatory Matters

On August 29, 2022, the Bank entered into a formal written agreement (the “Written Agreement”) with the OCC, the Bank's primary federal banking regulator. The Written Agreement principally concerns the Bank’s fintech line of business and requires the Bank to continue enhancing its controls for assessing and managing the third-party, Bank Secrecy Act/Anti-Money Laundering, and information technology risks stemming from its fintech partnerships. A complete copy of the Written Agreement was filed as an exhibit to a Form 8-K filed with the SEC on September 1, 2022 and can be accessed on the SEC’s website (www.sec.gov) and the Company’s website (www.blueridgebankshares.com). The Company is actively working to bring the Bank’s fintech policies, procedures, and operations into conformity with OCC directives. The Company reports that although work is progressing, many aspects of the Written Agreement require considerable time for completion, implementation, validation, and sustainability. If the Company does not comply with the Written Agreement, or the OCC imposes additional measures, the Company could be subject to additional regulatory requirements or directives, including developing and maintaining capital plans, asset sales, loan reserves or impairments, limitations on growth, further regulatory sanctions, and/or other regulatory enforcement actions.

Sale of LenderSelect Mortgage Group

On May 15, 2023, the Company sold its wholesale mortgage business operating as LenderSelect Mortgage Group (“LSMG”) to a third-party for $250 thousand in cash. The Company recorded a loss on the sale of LSMG of $553 thousand, which is reported in other noninterest income in the consolidated statements of operations for the three and six months ended June 30, 2023.

Sale of MoneyWise Payroll Solutions, Inc.

The Company sold its majority interest in MoneyWise Payroll Solutions, Inc. (“MoneyWise”) to the holder of the minority interest in MoneyWise in the first quarter of 2022. Income statement amounts related to MoneyWise are reported as discontinued operations for all periods presented.

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General

There were no changes to the Critical Accounting Policies disclosed in Item 7 of the 2022 Form 10-K/A, except as noted in Part I, Note 2 - Adoption of New Accounting Standard of this Form 10-Q, which describes the Company's adoption of Accounting Standards Codification (“ASC”) 326 - Financial Instruments – Credit Losses (referred herein as “ASC 326” or “CECL”), effective January 1, 2023.

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

Comparison of Financial Condition as of June 30, 2023 and December 31, 2022 (Restated)

Total assets were $3.21 billion as of June 30, 2023, an increase of $84.0 million from $3.13 billion as of December 31, 2022. Most of this increase was attributable to higher cash and due from banks balances, which increased $54.6 million to $131.8 million as of June 30, 2023 from $77.3 million as of December 31, 2022. Loans held for investment, excluding PPP loans, increased $48.1 million to $2.45 billion as of June 30, 2023 from $2.40 billion at December 31, 2022, an annualized growth rate of 4.01%. The allowance for credit losses (“ACL”) increased $7.8 million to $38.6 million as of June 30, 2023 from $30.7 million as of December 31, 2022. Of this increase, $7.4 million was due to the adoption of ASC 326 on January 1, 2023.

Total deposits as of June 30, 2023 were $2.61 billion, an increase of $110.6 million from December 31, 2022. The increase in the first six months of 2023 was primarily due to an increase of $220.1 million in time deposit balances, of which $211.0 million was attributable to brokered time deposits secured primarily in response to banking industry liquidity events in March 2023. Partially offsetting this increase were lower noninterest-bearing demand deposit balances of $64.1 million. Deposits related to fintech relationships increased by $17.4 million, or 2.52%, from December 31, 2022, to $707.6 million as of June 30, 2023. Fintech related deposits represented 27.1% and 27.6% of total deposits as of June 30, 2023 and December 31, 2022, respectively.

Total stockholders’ equity decreased by $17.5 million to $231.3 million as of June 30, 2023 compared to $248.8 million at December 31, 2022. Of the decrease, $4.6 million was due to a net loss for the first six months of 2023 while $8.1 million was attributable to the after-tax adoption of ASC 326. The fair value of the Company’s portfolio of securities available for sale (“AFS”) decreased in the first six months of 2023, primarily as a result of a modest increase in market longer-term interest rates, resulting in an after-tax decrease in stockholders’ equity of $1.2 million. The Company had no investment securities classified as held to maturity as of June 30, 2023 or December 31, 2022.

Comparison of Results of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Restated)

For the three months ended June 30, 2023, the Company reported a net loss from continuing operations of ($8.6) million, or ($0.45) per diluted common share, compared to net income from continuing operations of $1.1 million, or $0.06 per diluted common share, for the three months ended June 30, 2022.

For the six months ended June 30, 2023, the Company reported a net loss from continuing operations of ($4.6) million, or ($0.25) per diluted common share, compared to net income from continuing operations of $18.5 million, or $0.99 per diluted common share, for the six months ended June 30, 2022.

The loss from continuing operations before income taxes for the three and six months ended June 30, 2023 included a provision for credit losses on loans of $10.6 million and $9.5 million, respectively, most of which was attributable to specific reserves on specialty finance loans. Also contributing to the decline in income from continuing operations before income taxes from the year-ago periods was $9.3 million of fair value adjustments for the Company's equity investments, primarily in certain fintech companies, reported in the 2022 period. For the three and six months ended June 30, 2023, income from continuing operations before income taxes included $2.4 million and $3.5 million, respectively, of costs incurred primarily for professional services related to regulatory remediation efforts in connection with the Written Agreement.

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Net Interest Income. Net interest income is the amount by which interest earned on assets exceeds the interest paid on interest-bearing liabilities and is the Company’s primary revenue source. Net interest income is thereby affected by overall balance sheet growth, changes in interest rates, and changes in the mix of investments, loans, deposits, and borrowings. The Company’s principal interest-earning assets are loans to businesses, real estate investors, and individuals and its investment securities portfolio. Interest-bearing liabilities consist primarily of negotiable order of withdrawal and savings accounts, money market accounts, certificates of deposit, and Federal Home Loan Bank of Atlanta (“FHLB”) and Federal Reserve Bank of Richmond (“FRB”) advances. A common net interest income measure is net interest margin. Net interest margin represents the difference between interest income and interest expense calculated as a percentage of average interest-earning assets.

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The following table presents the average balance sheets for the three months ended June 30, 2023 and 2022. Also shown are the amounts of interest earned on interest-earning assets, with related tax-equivalent yields, and interest expense on interest-bearing liabilities, with related rates, as well as a volume and rate analysis of changes in net interest income for the periods stated.

|  | Average Balances, Income and Expense, Yields and Rates |  |  |  |  |  |  |
|  | For the three months ended June 30, |  |  |  |
|  | 2023 (Restated) |  |  | 2022 |  |  | Total Increase/ |  |  | Increase/(Decrease) Due to |
(Dollars in thousands) |  | Average Balance |  |  | Interest |  |  | Yield/ Rate (1) |  |  | Average Balance |  |  | Interest |  |  | Yield/ Rate (1) |  |  | (Decrease) |  |  | Volume (2) |  |  | Rate (2) |
Average Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Taxable securities |  | $ | 367,814 |  |  | $ | 2,543 |  |  |  | 2.77 | % |  | $ | 394,000 |  |  | $ | 2,129 |  |  |  | 2.16 | % |  | $ | 414 |  |  | $ | (141 | ) |  | $ | 555 |
Tax-exempt securities (3) |  |  | 20,713 |  |  |  | 121 |  |  |  | 2.34 | % |  |  | 21,336 |  |  |  | 113 |  |  |  | 2.12 | % |  |  | 8 |  |  |  | (3 | ) |  |  | 11 |
Total securities |  |  | 388,527 |  |  |  | 2,664 |  |  |  | 2.74 | % |  |  | 415,336 |  |  |  | 2,242 |  |  |  | 2.16 | % |  |  | 422 |  |  |  | (144 | ) |  |  | 566 |
Interest-earning deposits in other banks |  |  | 121,248 |  |  |  | 1,452 |  |  |  | 4.79 | % |  |  | 77,703 |  |  |  | 148 |  |  |  | 0.76 | % |  |  | 1,304 |  |  |  | 83 |  |  |  | 1,221 |
Federal funds sold |  |  | 3,539 |  |  |  | 45 |  |  |  | 5.09 | % |  |  | 44,979 |  |  |  | 90 |  |  |  | 0.80 | % |  |  | (45 | ) |  |  | (83 | ) |  |  | 38 |
Loans held for sale |  |  | 56,102 |  |  |  | 396 |  |  |  | 2.82 | % |  |  | 42,957 |  |  |  | 348 |  |  |  | 3.24 | % |  |  | 48 |  |  |  | 106 |  |  |  | (58 | )
Paycheck Protection Program loans (4) |  |  | 7,599 |  |  |  | 16 |  |  |  | 0.84 | % |  |  | 19,412 |  |  |  | 64 |  |  |  | 1.32 | % |  |  | (48 | ) |  |  | (39 | ) |  |  | (9 | )
Loans held for investment (4,5,6) |  |  | 2,487,089 |  |  |  | 37,915 |  |  |  | 6.10 | % |  |  | 1,881,678 |  |  |  | 23,376 |  |  |  | 4.97 | % |  |  | 14,539 |  |  |  | 7,521 |  |  |  | 7,018 |
Total average interest-earning assets |  |  | 3,064,104 |  |  |  | 42,488 |  |  |  | 5.55 | % |  |  | 2,482,065 |  |  |  | 26,268 |  |  |  | 4.23 | % |  |  | 16,220 |  |  |  | 7,444 |  |  |  | 8,776 |
Less: allowance for credit losses |  |  | (31,151 | ) |  |  |  |  |  |  |  |  | (13,619 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total noninterest-earning assets |  |  | 244,330 |  |  |  |  |  |  |  |  |  | 232,125 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total average assets |  | $ | 3,277,283 |  |  |  |  |  |  |  |  | $ | 2,700,571 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Average Liabilities and Stockholders’ Equity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest-bearing demand, money market deposits, and savings |  | $ | 1,347,499 |  |  | $ | 8,860 |  |  |  | 2.63 | % |  | $ | 1,144,418 |  |  | $ | 690 |  |  |  | 0.24 | % |  | $ | 8,170 |  |  | $ | 122 |  |  | $ | 8,048 |
Time deposits (7) |  |  | 661,259 |  |  |  | 5,764 |  |  |  | 3.49 | % |  |  | 415,815 |  |  |  | 851 |  |  |  | 0.82 | % |  |  | 4,913 |  |  |  | 502 |  |  |  | 4,411 |
Total interest-bearing deposits |  |  | 2,008,758 |  |  |  | 14,624 |  |  |  | 2.91 | % |  |  | 1,560,233 |  |  |  | 1,541 |  |  |  | 0.40 | % |  |  | 13,083 |  |  |  | 624 |  |  |  | 12,459 |
FHLB borrowings (8) |  |  | 262,345 |  |  |  | 2,958 |  |  |  | 4.51 | % |  |  | 23,955 |  |  |  | (33 | ) |  |  | (0.55 | )% |  |  | 2,991 |  |  |  | (328 | ) |  |  | 3,319 |
FRB borrowings |  |  | 35,714 |  |  |  | 439 |  |  |  | 4.92 | % |  |  | 3,266 |  |  |  | 100 |  |  |  | 12.25 | % |  |  | 339 |  |  |  | 994 |  |  |  | (655 | )
Subordinated notes and other borrowings (9) |  |  | 39,905 |  |  |  | 548 |  |  |  | 5.49 | % |  |  | 39,969 |  |  |  | 545 |  |  |  | 5.45 | % |  |  | 3 |  |  |  | (1 | ) |  |  | 4 |
Total average interest-bearing liabilities |  |  | 2,346,722 |  |  |  | 18,569 |  |  |  | 3.17 | % |  |  | 1,627,423 |  |  |  | 2,153 |  |  |  | 0.53 | % |  |  | 16,416 |  |  |  | 1,289 |  |  |  | 15,127 |
Noninterest-bearing demand deposits |  |  | 638,274 |  |  |  |  |  |  |  |  |  | 772,310 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other noninterest-bearing liabilities |  |  | 35,170 |  |  |  |  |  |  |  |  |  | 29,700 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Stockholders' equity |  |  | 257,117 |  |  |  |  |  |  |  |  |  | 271,138 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total average liabilities and stockholders’ equity |  | $ | 3,277,283 |  |  |  |  |  |  |  |  | $ | 2,700,571 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net interest income and margin (10) |  |  |  |  | $ | 23,919 |  |  |  | 3.12 | % |  |  |  |  | $ | 24,115 |  |  |  | 3.89 | % |  | $ | (196 | ) |  | $ | 6,155 |  |  | $ | (6,351 | )
Cost of funds (11) |  |  |  |  |  |  |  |  | 2.49 | % |  |  |  |  |  |  |  |  | 0.36 | % |  |  |  |  |  |  |  |  |
Net interest spread (12) |  |  |  |  |  |  |  |  | 2.38 | % |  |  |  |  |  |  |  |  | 3.70 | % |  |  |  |  |  |  |  |  |
(1) Annualized. |
(2) Change in income/expense due to both volume and rate has been allocated in proportion to the absolute dollar amounts of the change in each. |
(3) Computed on a fully taxable equivalent basis assuming a 22.65% and 21% income tax rate for the three months ended June 30, 2023 and 2022, respectively. |
(4) Includes deferred loan fees/costs. |
(5) Non-accrual loans have been included in the computations of average loan balances. |
(6) Includes accretion of fair value adjustments (discounts) on acquired loans of $463 thousand and $1.3 million for the three months ended June 30, 2023 and 2022, respectively. |
(7) Includes amortization of fair value adjustments (premiums) on assumed time deposits of $222 thousand and $366 thousand for the three months ended June 30, 2023 and 2022, respectively. |
(8) Includes amortization of fair value adjustments (premiums) on assumed FHLB borrowings of $0 and $108 thousand for the three months ended June 30, 2023 and 2022, respectively. |
(9) Includes amortization of fair value adjustments (premiums) on assumed subordinated notes of $25 thousand for both the three months ended June 30, 2023 and 2022. |
(10) Net interest margin is net interest income divided by average interest-earning assets. |
(11) Cost of funds is total interest expense divided by total interest-bearing liabilities and non-interest bearing demand deposits. |
(12) Net interest spread is the yield on average interest-earning assets less the cost of average interest-bearing liabilities. |

Average interest-earning assets were $3.06 billion for the three months ended June 30, 2023 compared to $2.48 billion for the same period of 2022, a $582.0 million increase. This increase was primarily attributable to growth in average balances of loans held for investment, which were greater by $605.4 million in the 2023 period compared to the 2022 period, partially offset by lower average balances of taxable securities, federal funds sold, and PPP loans. Total interest income (on a taxable equivalent basis) increased $16.2 million for the three-month period ended June 30, 2023 from the same period of 2022. This increase was primarily due to higher average balances and yields, including fee income, on loans held for investment, and interest earning deposits in other banks. Higher yields in the 2023 period were primarily attributable the re-pricing of variable rate loans and new loans in the higher interest rate environment, partially offset by lower accretion of purchase accounting adjustments (discounts) on acquired loans. Interest income for the three months ended June 30, 2023 and 2022 included accretion of discounts on acquired loans of $463 thousand and $1.3 million, respectively.

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Average interest-bearing liabilities were $2.35 billion for the three months ended June 30, 2023 compared to $1.63 billion for the same period of 2022, a $719.3 million increase. Of this increase, $533.4 million was attributable to higher average balances of wholesale funding, primarily brokered time deposits and FHLB advances. Interest expense increased by $16.4 million to $18.6 million for the three months ended June 30, 2023 compared to the same period of 2022. Cost of interest-bearing liabilities increased to 3.17% for the second quarter of 2023 from 0.53% for the second quarter of 2022, while cost of funds were 2.49% and 0.36% for the same respective periods. Higher cost of funds in the 2023 period was primarily due to higher market interest rates and a shift in the mix of average interest-bearing liabilities, including higher cost wholesale funding sources. Interest expense in the second quarters of 2023 and 2022 included the amortization of fair value adjustments (premium) on assumed time deposits of $222 thousand and $366 thousand, respectively, which was a reduction to interest expense.

Net interest income (on a taxable equivalent basis) for the three months ended June 30, 2023 was $23.9 million compared to $24.1 million for the same period in 2022, a decrease of $196 thousand. Net interest margin was 3.12% and 3.89% for the second quarters of 2023 and 2022, respectively. Accretion and amortization of purchase accounting adjustments had a 9 and 29 basis point positive effect on net interest margin for the same respective periods.

The following table presents the average balance sheets for the six months ended June 30, 2023 and 2022. Also shown are the amounts of interest earned on interest-earning assets, with related tax-equivalent yields, and interest expense on interest-bearing liabilities, with related rates, as well as a volume and rate analysis of changes in net interest income for the periods stated.

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|  | Average Balances, Income and Expense, Yields and Rates |  |  |  |  |  |  |
|  | For the six months ended June 30, |  |  |  |
|  | 2023 (Restated) |  |  | 2022 |  |  | Total Increase/ |  |  | Increase/(Decrease) Due to |
(Dollars in thousands) |  | Average Balance |  |  | Interest |  |  | Yield/ Rate (1) |  |  | Average Balance |  |  | Interest |  |  | Yield/ Rate (1) |  |  | (Decrease) |  |  | Volume (2) |  |  | Rate (2) |
Average Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Taxable securities |  | $ | 371,270 |  |  | $ | 5,171 |  |  |  | 2.79 | % |  | $ | 388,419 |  |  | $ | 3,899 |  |  |  | 2.01 | % |  | $ | 1,272 |  |  | $ | (172 | ) |  | $ | 1,444 |
Tax-exempt securities (3) |  |  | 20,719 |  |  |  | 239 |  |  |  | 2.31 | % |  |  | 20,359 |  |  |  | 208 |  |  |  | 2.04 | % |  |  | 31 |  |  |  | 4 |  |  |  | 27 |
Total securities |  |  | 391,989 |  |  |  | 5,410 |  |  |  | 2.76 | % |  |  | 408,778 |  |  |  | 4,107 |  |  |  | 2.01 | % |  |  | 1,303 |  |  |  | (168 | ) |  |  | 1,471 |
Interest-earning deposits in other banks |  |  | 114,469 |  |  |  | 2,393 |  |  |  | 4.18 | % |  |  | 86,160 |  |  |  | 183 |  |  |  | 0.42 | % |  |  | 2,210 |  |  |  | 60 |  |  |  | 2,150 |
Federal funds sold |  |  | 6,200 |  |  |  | 144 |  |  |  | 4.65 | % |  |  | 48,201 |  |  |  | 112 |  |  |  | 0.46 | % |  |  | 32 |  |  |  | (98 | ) |  |  | 130 |
Loans held for sale |  |  | 48,107 |  |  |  | 678 |  |  |  | 2.82 | % |  |  | 58,249 |  |  |  | 969 |  |  |  | 3.33 | % |  |  | (291 | ) |  |  | (169 | ) |  |  | (122 | )
Paycheck Protection Program loans (4) |  |  | 8,924 |  |  |  | 36 |  |  |  | 0.81 | % |  |  | 23,225 |  |  |  | 457 |  |  |  | 3.94 | % |  |  | (421 | ) |  |  | (281 | ) |  |  | (140 | )
Loans held for investment (4,5,6) |  |  | 2,492,544 |  |  |  | 74,744 |  |  |  | 6.00 | % |  |  | 1,840,395 |  |  |  | 46,261 |  |  |  | 5.03 | % |  |  | 28,483 |  |  |  | 16,393 |  |  |  | 12,090 |
Total average interest-earning assets |  |  | 3,062,233 |  |  |  | 83,405 |  |  |  | 5.45 | % |  |  | 2,465,008 |  |  |  | 52,089 |  |  |  | 4.23 | % |  |  | 31,316 |  |  |  | 15,737 |  |  |  | 15,579 |
Less: allowance for credit losses |  |  | (27,954 | ) |  |  |  |  |  |  |  |  | (12,845 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total noninterest-earning assets |  |  | 239,584 |  |  |  |  |  |  |  |  |  | 230,652 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total average assets |  | $ | 3,273,863 |  |  |  |  |  |  |  |  | $ | 2,682,815 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Average Liabilities and Stockholders’ Equity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest-bearing demand, money market deposits, and savings |  | $ | 1,317,834 |  |  | $ | 17,119 |  |  |  | 2.60 | % |  | $ | 1,113,751 |  |  | $ | 1,275 |  |  |  | 0.23 | % |  | $ | 15,844 |  |  | $ | 234 |  |  | $ | 15,610 |
Time deposits (7) |  |  | 587,858 |  |  |  | 8,836 |  |  |  | 3.01 | % |  |  | 449,339 |  |  |  | 1,822 |  |  |  | 0.81 | % |  |  | 7,014 |  |  |  | 562 |  |  |  | 6,452 |
Total interest-bearing deposits |  |  | 1,905,692 |  |  |  | 25,955 |  |  |  | 2.72 | % |  |  | 1,563,090 |  |  |  | 3,097 |  |  |  | 0.40 | % |  |  | 22,858 |  |  |  | 796 |  |  |  | 22,062 |
FHLB borrowings (8) |  |  | 295,102 |  |  |  | 6,768 |  |  |  | 4.59 | % |  |  | 17,071 |  |  |  | (22 | ) |  |  | (0.26 | )% |  |  | 6,790 |  |  |  | (358 | ) |  |  | 7,148 |
FRB borrowings |  |  | 17,958 |  |  |  | 439 |  |  |  | 4.89 | % |  |  | 9,786 |  |  |  | 114 |  |  |  | 2.33 | % |  |  | 325 |  |  |  | 95 |  |  |  | 230 |
Subordinated notes and other borrowings (9) |  |  | 39,916 |  |  |  | 1,102 |  |  |  | 5.52 | % |  |  | 39,969 |  |  |  | 1,099 |  |  |  | 5.50 | % |  |  | 3 |  |  |  | (1 | ) |  |  | 4 |
Total average interest-bearing liabilities |  |  | 2,258,668 |  |  |  | 34,264 |  |  |  | 3.03 | % |  |  | 1,629,916 |  |  |  | 4,288 |  |  |  | 0.53 | % |  |  | 29,976 |  |  |  | 532 |  |  |  | 29,444 |
Noninterest-bearing demand deposits |  |  | 723,131 |  |  |  |  |  |  |  |  |  | 745,820 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other noninterest-bearing liabilities |  |  | 34,947 |  |  |  |  |  |  |  |  |  | 35,831 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Stockholders' equity |  |  | 257,117 |  |  |  |  |  |  |  |  |  | 271,248 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total average liabilities and stockholders’ equity |  | $ | 3,273,863 |  |  |  |  |  |  |  |  | $ | 2,682,815 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net interest income and margin (10) |  |  |  |  | $ | 49,141 |  |  |  | 3.21 | % |  |  |  |  | $ | 47,801 |  |  |  | 3.88 | % |  | $ | 1,340 |  |  | $ | 15,205 |  |  | $ | (13,865 | )
Cost of funds (11) |  |  |  |  |  |  |  |  | 2.30 | % |  |  |  |  |  |  |  |  | 0.36 | % |  |  |  |  |  |  |  |  |
Net interest spread (12) |  |  |  |  |  |  |  |  | 2.41 | % |  |  |  |  |  |  |  |  | 3.70 | % |  |  |  |  |  |  |  |  |
(1) Annualized. |
(2) Change in income/expense due to both volume and rate has been allocated in proportion to the absolute dollar amounts of the change in each. |
(3) Computed on a fully taxable equivalent basis assuming a 22.65% and 21% income tax rate for the six months ended June 30, 2023 and 2022, respectively. |
(4) Includes deferred loan fees/costs. |
(5) Non-accrual loans have been included in the computations of average loan balances. |
(6) Includes accretion of fair value adjustments (discounts) on acquired loans of $1.2 million and $4.1 million for the six months ended June 30, 2023 and 2022, respectively. |
(7) Includes amortization of fair value adjustments (premiums) on assumed time deposits of $506 thousand and $840 thousand for the six months ended June 30, 2023 and 2022, respectively. |
(8) Includes amortization of fair value adjustments (premiums) on assumed FHLB borrowings of $0 and $111 thousand for the six months ended June 30, 2023 and 20221, respectively. |
(9) Includes amortization of fair value adjustments (premiums) on assumed subordinated notes of $50 thousand for both the six months ended June 30, 2023 and 2022. |
(10) Net interest margin is net interest income divided by average interest-earning assets. |
(11) Cost of funds is total interest expense divided by total interest-bearing liabilities and non-interest bearing demand deposits. |
(12) Net interest spread is the yield on average interest-earning assets less the cost of average interest-bearing liabilities. |

Average interest-earning assets were $3.06 billion for the six months ended June 30, 2023 compared to $2.47 billion for the same period of 2022, a $597.2 million increase. This increase was primarily attributable to growth in average balances of loans held for investment, which increased $652.1 million in the 2023 period compared to the 2022 period, partially offset by lower average balances of taxable securities, federal funds sold, loans held for sale, and PPP loans. Total interest income (on a taxable equivalent basis) increased $31.3 million for the six-month period ended June 30, 2023 from the same period of 2022. This increase was primarily due to higher average balances and yields, including fee income on loans held for investment and interest earning deposits in other banks. Higher yields in the 2023 period were primarily attributable to the re-pricing of variable rate loans and new loans in the higher interest rate environment, partially offset by lower accretion of purchase accounting adjustments (discounts) on acquired loans. Interest income for the six months ended June 30, 2023 and 2022 included accretion of discounts on acquired loans of $1.2 million thousand and $4.1 million, respectively.

Average interest-bearing liabilities were $2.26 billion for the six months ended June 30, 2023 compared to $1.63 billion for the same period of 2022, a $628.8 million increase. Interest expense increased by $30.0 million to $34.3

50

million for the six months ended June 30, 2023 compared to the same period of 2022. Cost of interest-bearing liabilities increased to 3.03% for the second half of 2023 from 0.53% for the second half of 2022, while cost of funds were 2.30% and 0.36% for the same respective periods. Higher cost of funds in the 2023 period was primarily due to higher market interest rates and a shift in the mix of average interest-bearing liabilities, including higher cost wholesale funding sources. Interest expense in the first halves of 2023 and 2022 included the amortization of fair value adjustments (premium) on assumed time deposits of $506 thousand and $840 thousand, respectively, which was a reduction to interest expense.

Net interest income (on a taxable equivalent basis) was $49.1 million for the six months ended June 30, 2023 compared to $47.8 million the same period in 2022. Net interest margin was 3.21% and 3.88% for the second halves of 2023 and 2022, respectively. Accretion and amortization of purchase accounting adjustments had a 11 basis point and 41 basis point positive effect on net interest margin for the same respective periods.

Provision for Credit Losses. The Company recorded a provision for credit losses of $10.0 million in the second quarter of 2023 compared to $7.5 million in the second quarter of 2022. Provision for credit losses for the first halves of 2023 and 2022 was $8.0 million and $10.0 million, respectively. Provision for credit losses in the 2023 periods were primarily attributable to specific reserves on the previously noted group of specialty finance loans, partially offset by a credit to provision for credit losses on unfunded commitments.

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

|  | For the three months ended |  |  |  |  |  |  |
(Dollars in thousands) |  | June 30, 2023 |  |  | June 30, 2022 |  |  | Change $ |  |  | Change % |
Fair value adjustments of other equity investments |  | $ | (281 | ) |  | $ | (86 | ) |  | $ | (195 | ) |  |  | 226.7 | %
Residential mortgage banking income, including MSRs |  |  | 4,295 |  |  |  | 5,960 |  |  |  | (1,665 | ) |  |  | (27.9 | %)
Gain on sale of guaranteed government loans |  |  | 2,384 |  |  |  | 1,538 |  |  |  | 846 |  |  |  | 55.0 | %
Wealth and trust management |  |  | 462 |  |  |  | 414 |  |  |  | 48 |  |  |  | 11.6 | %
Service charges on deposit accounts |  |  | 349 |  |  |  | 327 |  |  |  | 22 |  |  |  | 6.7 | %
Increase in cash surrender value of bank owned life insurance |  |  | 292 |  |  |  | 276 |  |  |  | 16 |  |  |  | 5.8 | %
Bank and purchase card, net |  |  | 560 |  |  |  | 599 |  |  |  | (39 | ) |  |  | (6.5 | %)
Other |  |  | 1,675 |  |  |  | 1,162 |  |  |  | 513 |  |  |  | 44.1 | %
Total noninterest income |  | $ | 9,736 |  |  | $ | 10,190 |  |  | $ | (454 | ) |  |  | (4.5 | %)

|  | For the six months ended |  |  |  |  |  |  |
(Dollars in thousands) |  | June 30, 2023 |  |  | June 30, 2022 |  |  | Change $ |  |  | Change % |
Fair value adjustments of other equity investments |  | $ | (332 | ) |  | $ | 9,278 |  |  | $ | (9,610 | ) |  |  | (103.6 | %)
Residential mortgage banking income, including MSRs |  |  | 5,598 |  |  |  | 15,519 |  |  |  | (9,921 | ) |  |  | (63.9 | %)
Gain on sale of guaranteed government loans |  |  | 4,793 |  |  |  | 2,965 |  |  |  | 1,828 |  |  |  | 61.7 | %
Wealth and trust management |  |  | 894 |  |  |  | 805 |  |  |  | 89 |  |  |  | 11.1 | %
Service charges on deposit accounts |  |  | 692 |  |  |  | 642 |  |  |  | 50 |  |  |  | 7.8 | %
Increase in cash surrender value of bank owned life insurance |  |  | 574 |  |  |  | 548 |  |  |  | 26 |  |  |  | 4.7 | %
Bank and purchase card, net |  |  | 900 |  |  |  | 1,021 |  |  |  | (121 | ) |  |  | (11.9 | %)
Other |  |  | 3,900 |  |  |  | 3,506 |  |  |  | 394 |  |  |  | 11.2 | %
Total noninterest income |  | $ | 17,019 |  |  | $ | 34,284 |  |  | $ | (17,265 | ) |  |  | (50.4 | %)

Lower noninterest income in the first half of 2023 compared to the same period of 2022 was primarily attributable to lower residential mortgage banking income, including mortgage servicing rights (“MSR”), which was driven by lower mortgage volumes in the 2023 period ($107.0 million) compared to the 2022 period ($269.2 million). The change in the fair value of MSR assets was a negative $1.4 million and a positive $3.5 million for the first halves of 2023 and 2022, respectively. Also contributing to the decline in the six month period ended June 30, 2023 compared to the 2022 period was higher income from fair value adjustments of other equity investments in the 2022 period attributable to the Company's equity investments, primarily in certain fintech companies. The Company records certain equity investments at fair value when an observable market event occurs, such as the issuance or transfer of shares of substantially similar investments.

51

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

|  | For the three months ended |  |  |  |  |  |  |
(Dollars in thousands) |  | June 30, 2023 |  |  | June 30, 2022 |  |  | Change $ |  |  | Change % |
Salaries and employee benefits |  | $ | 14,518 |  |  | $ | 15,873 |  |  | $ | (1,355 | ) |  |  | (8.5 | %)
Occupancy and equipment |  |  | 1,913 |  |  |  | 1,500 |  |  |  | 413 |  |  |  | 27.5 | %
Data processing |  |  | 1,131 |  |  |  | 874 |  |  |  | 257 |  |  |  | 29.4 | %
Legal, issuer, and regulatory filing |  |  | 2,753 |  |  |  | 618 |  |  |  | 2,135 |  |  |  | 345.5 | %
Advertising and marketing |  |  | 337 |  |  |  | 412 |  |  |  | (75 | ) |  |  | (18.2 | %)
Communications |  |  | 1,171 |  |  |  | 1,030 |  |  |  | 141 |  |  |  | 13.7 | %
Audit and accounting fees |  |  | 503 |  |  |  | 379 |  |  |  | 124 |  |  |  | 32.7 | %
FDIC insurance |  |  | 1,246 |  |  |  | 106 |  |  |  | 1,140 |  |  |  | 1,075.5 | %
Intangible amortization |  |  | 335 |  |  |  | 386 |  |  |  | (51 | ) |  |  | (13.2 | %)
Other contractual services |  |  | 3,218 |  |  |  | 999 |  |  |  | 2,219 |  |  |  | 222.1 | %
Other taxes and assessments |  |  | 803 |  |  |  | 671 |  |  |  | 132 |  |  |  | 19.7 | %
Regulatory remediation |  |  | 2,388 |  |  |  | — |  |  |  | 2,388 |  |  |  | 100.0 | %
Other |  |  | 3,736 |  |  |  | 2,478 |  |  |  | 1,258 |  |  |  | 50.8 | %
Total noninterest expense |  | $ | 34,052 |  |  | $ | 25,326 |  |  | $ | 8,726 |  |  |  | 34.5 | %

|  | For the six months ended |  |  |  |  |  |  |
(Dollars in thousands) |  | June 30, 2023 |  |  | June 30, 2022 |  |  | Change $ |  |  | Change % |
Salaries and employee benefits |  | $ | 29,807 |  |  | $ | 29,969 |  |  | $ | (162 | ) |  |  | (0.5 | %)
Occupancy and equipment |  |  | 3,482 |  |  |  | 2,985 |  |  |  | 497 |  |  |  | 16.6 | %
Data processing |  |  | 2,477 |  |  |  | 1,820 |  |  |  | 657 |  |  |  | 36.1 | %
Legal, issuer, and regulatory filing |  |  | 3,987 |  |  |  | 1,000 |  |  |  | 2,987 |  |  |  | 298.7 | %
Advertising and marketing |  |  | 623 |  |  |  | 840 |  |  |  | (217 | ) |  |  | (25.8 | %)
Communications |  |  | 2,302 |  |  |  | 1,829 |  |  |  | 473 |  |  |  | 25.9 | %
Audit and accounting fees |  |  | 649 |  |  |  | 520 |  |  |  | 129 |  |  |  | 24.8 | %
FDIC insurance |  |  | 1,975 |  |  |  | 337 |  |  |  | 1,638 |  |  |  | 486.1 | %
Intangible amortization |  |  | 690 |  |  |  | 783 |  |  |  | (93 | ) |  |  | (11.9 | %)
Other contractual services |  |  | 4,157 |  |  |  | 1,533 |  |  |  | 2,624 |  |  |  | 171.2 | %
Other taxes and assessments |  |  | 1,605 |  |  |  | 1,241 |  |  |  | 364 |  |  |  | 29.3 | %
Regulatory remediation |  |  | 3,522 |  |  |  | — |  |  |  | 3,522 |  |  |  | 100.0 | %
Merger-related |  |  | — |  |  |  | 50 |  |  |  | (50 | ) |  |  | (100.0 | %)
Other |  |  | 7,623 |  |  |  | 5,108 |  |  |  | 2,515 |  |  |  | 49.2 | %
Total noninterest expense |  | $ | 62,899 |  |  | $ | 48,015 |  |  | $ | 14,884 |  |  |  | 31.0 | %

Excluding regulatory remediation and merger-related expenses, noninterest expense increased $6.3 million and $11.4 million for the three and six months ended June 30, 2023, respectively, compared to the same periods of 2022. Lower salaries and employees in both comparative periods were due to lower headcount in the Company's mortgage division. Regulatory remediation expenses include consulting, legal, and other costs incurred as part of the Company's efforts to remediate the findings in the Written Agreement. Higher other contractual services expense in the 2023 periods was primarily due to outsourced BSA/AML compliance services as the Bank continues to augment its compliance staff, while higher legal expense was primarily attributable to corporate, employee benefit plans, and other employment matters. Higher FDIC insurance expense relative to the prior periods was primarily due to balance sheet growth and other factors such as lower profitability and regulatory capital levels, which increase the assessment rate. Included in other noninterest expense for the first six months of 2023 was a $0.9 million charge related to the sale of PPP loans in the second quarter of 2021.

Income Tax (Benefit) Expense. Income tax benefit from continuing operations for the three months ended June 30, 2023 was $1.8 million compared to income tax expense of $0.3 million for the same period of 2022, resulting in an effective income tax rate of 17.5% and 23.4% for the same respective periods. Income tax benefit from continuing operations for the six months ended June 30, 2023 was $654 thousand compared to income tax expense of $5.5 million for the same period of 2022, resulting in an effective income tax rate of 12.3% and 22.9% for the same respective periods.

52

Analysis of Financial Condition

All loan portfolio and ACL information presented as of and for the three and six months ended June 30, 2023 is in accordance with ASC 326. All loan information presented prior to this period is presented in accordance with previously applicable GAAP. As a result, the presentation of information pre-ASC 326 and post-ASC 326 adoption will not be comparable for most disclosures.

Loan Portfolio. The Company makes loans to commercial entities and to individuals. Loan terms vary as to interest rate, repayment, and collateral requirements based on the type of loan and the creditworthiness of the borrower. Credit risk tends to be geographically concentrated in that a majority of the loans are to borrowers located in the markets served by the Company; however, the loans contributing to the increase in nonperforming assets and the ACL in the first six months of 2023 were primarily outside of the Company's primary geographic footprint. All loans are underwritten within specific lending policy guidelines that are designed to maximize the Company’s profitability within an acceptable level of business risk.

The following table presents the Company’s loan portfolio by category of loan and the percentage of loans in each category to total loans as of the dates stated.

|  | June 30, 2023 (Restated) |  |  | December 31, 2022 |
(Dollars in thousands) |  | Amount |  |  | Percent |  |  | Amount |  |  | Percent |
Commercial and industrial |  | $ | 541,421 |  |  |  | 22.2 | % |  | $ | 590,049 |  |  |  | 24.4 | %
Paycheck Protection Program |  |  | 7,234 |  |  |  | 0.3 | % |  |  | 11,967 |  |  |  | 0.5 | %
Real estate – construction, commercial |  |  | 165,863 |  |  |  | 6.7 | % |  |  | 183,301 |  |  |  | 7.6 | %
Real estate – construction, residential |  |  | 82,199 |  |  |  | 3.3 | % |  |  | 76,599 |  |  |  | 3.2 | %
Real estate – mortgage, commercial |  |  | 879,729 |  |  |  | 35.9 | % |  |  | 864,989 |  |  |  | 35.8 | %
Real estate – mortgage, residential |  |  | 709,565 |  |  |  | 28.9 | % |  |  | 631,772 |  |  |  | 26.2 | %
Real estate – mortgage, farmland |  |  | 5,583 |  |  |  | 0.2 | % |  |  | 6,599 |  |  |  | 0.3 | %
Consumer |  |  | 62,510 |  |  |  | 2.5 | % |  |  | 47,423 |  |  |  | 2.0 | %
Gross loans |  |  | 2,454,104 |  |  |  | 100.0 | % |  |  | 2,412,699 |  |  |  | 100.0 | %
Less: deferred loan fees, net of costs |  |  | 327 |  |  |  |  |  |  | (1,640 | ) |  |  |
Gross loans, net of deferred loans fees and costs |  |  | 2,454,431 |  |  |  |  |  |  | 2,411,059 |  |  |  |
Less: allowance for credit losses |  |  | (38,567 | ) |  |  |  |  |  | (30,740 | ) |  |  |
Loans held for investment, net |  | $ | 2,415,864 |  |  |  |  |  | $ | 2,380,319 |  |  |  |
Loans held for sale (not included in totals above) |  | $ | 64,102 |  |  |  |  |  | $ | 69,534 |  |  |  |

The following table presents the remaining maturities, based on contractual maturity, by loan type and by rate type (variable or fixed), as of June 30, 2023 (restated).

|  |  |  |  |  |  |  | Variable rate |  |  | Fixed rate |
(Dollars in thousands) |  | Total Maturities |  |  | One Year or Less |  |  | Total |  |  | 1-5 years |  |  | 5-15 years |  |  | More than 15 years |  |  | Total |  |  | 1-5 years |  |  | 5-15 years |  |  | More than 15 years |
Commercial and industrial |  | $ | 541,421 |  |  | $ | 131,887 |  |  | $ | 223,659 |  |  | $ | 189,961 |  |  | $ | 32,824 |  |  | $ | 874 |  |  | $ | 185,875 |  |  | $ | 90,897 |  |  | $ | 89,832 |  |  | $ | 5,146 |
Paycheck Protection Program |  |  | 7,234 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 7,234 |  |  |  | 7,234 |  |  |  | — |  |  |  | — |
Real estate – construction, commercial |  |  | 165,863 |  |  |  | 46,602 |  |  |  | 80,925 |  |  |  | 31,141 |  |  |  | 16,202 |  |  |  | 33,582 |  |  |  | 38,336 |  |  |  | 35,243 |  |  |  | 1,687 |  |  |  | 1,406 |
Real estate – construction, residential |  |  | 82,199 |  |  |  | 23,415 |  |  |  | 9,858 |  |  |  | 8,797 |  |  |  | 71 |  |  |  | 990 |  |  |  | 48,926 |  |  |  | 9,712 |  |  |  | — |  |  |  | 39,214 |
Real estate – mortgage, commercial |  |  | 879,729 |  |  |  | 52,847 |  |  |  | 457,901 |  |  |  | 69,902 |  |  |  | 218,050 |  |  |  | 169,949 |  |  |  | 368,981 |  |  |  | 212,808 |  |  |  | 148,736 |  |  |  | 7,437 |
Real estate – mortgage, residential |  |  | 709,565 |  |  |  | 13,530 |  |  |  | 405,516 |  |  |  | 11,741 |  |  |  | 74,865 |  |  |  | 318,910 |  |  |  | 290,519 |  |  |  | 44,307 |  |  |  | 41,168 |  |  |  | 205,044 |
Real estate – mortgage, farmland |  |  | 5,583 |  |  |  | 197 |  |  |  | 1,484 |  |  |  | 60 |  |  |  | 109 |  |  |  | 1,315 |  |  |  | 3,902 |  |  |  | 2,416 |  |  |  | 757 |  |  |  | 729 |
Consumer loans |  |  | 62,510 |  |  |  | 4,933 |  |  |  | 8,615 |  |  |  | 8,454 |  |  |  | 161 |  |  |  | — |  |  |  | 48,962 |  |  |  | 25,955 |  |  |  | 23,003 |  |  |  | 4 |
Gross loans |  | $ | 2,454,104 |  |  | $ | 273,411 |  |  | $ | 1,187,958 |  |  | $ | 320,056 |  |  | $ | 342,282 |  |  | $ | 525,620 |  |  | $ | 992,735 |  |  | $ | 428,572 |  |  | $ | 305,183 |  |  | $ | 258,980 |

Allowance for Credit Losses. Management makes estimates based on facts available at the time the ACL is determined. Such estimation requires significant judgment at the time made. Management believes that the Company’s ACL was adequate as of June 30, 2023 and December 31, 2022. There can be no assurance, however, that adjustments to the ACL will not be required in the future. Changes in the economic assumptions underlying management’s estimates and judgments; adverse developments in the economy, on a national basis or in the Company’s market area; and changes in the circumstances of particular borrowers are criteria, among others, that could increase the level of the ACL required, resulting in charges to the provision for credit losses for loans. In addition, bank regulatory agencies periodically review the Bank's ACL and may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments different than those of management.

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

|  | As of and for the three months ended |  |  | As of and for the six months ended |
(Dollars in thousands) |  | June 30, 2023 |  |  | June 30, 2022 |  |  | June 30, 2023 |  |  | June 30, 2022 |
|  | (Restated) |  |  |  |  |  | (Restated) |  |  |  |
ACL, beginning of period |  | $ | 35,961 |  |  | $ | 12,013 |  |  | $ | 30,740 |  |  | $ | 12,121 |
Impact of ASC 326 adoption |  |  | — |  |  |  | — |  |  |  | 7,418 |  |  |  | — |
Charge-offs |  |  |  |  |  |  |  |  |  |  |  |
Commercial and industrial |  |  | (7,326 | ) |  |  | (2,442 | ) |  |  | (8,125 | ) |  |  | (4,927 | )
Consumer |  |  | (1,694 | ) |  |  | (349 | ) |  |  | (2,204 | ) |  |  | (640 | )
Total charge-offs |  |  | (9,020 | ) |  |  | (2,791 | ) |  |  | (10,329 | ) |  |  | (5,567 | )
Recoveries |  |  |  |  |  |  |  |  |  |  |  |
Commercial and industrial |  |  | 887 |  |  |  | 388 |  |  |  | 1,005 |  |  |  | 424 |
Consumer |  |  | 126 |  |  |  | 138 |  |  |  | 230 |  |  |  | 270 |
Total recoveries |  |  | 1,013 |  |  |  | 526 |  |  |  | 1,235 |  |  |  | 694 |
Net charge-offs |  |  | (8,007 | ) |  |  | (2,265 | ) |  |  | (9,094 | ) |  |  | (4,873 | )
Provision for credit losses - loans |  |  | 10,613 |  |  |  | 7,494 |  |  |  | 9,503 |  |  |  | 9,994 |
ACL, end of period |  | $ | 38,567 |  |  | $ | 17,242 |  |  | $ | 38,567 |  |  | $ | 17,242 |
Ratio of net charge-offs to average loans outstanding during period: |  |  |  |  |  |  |  |  |  |  |  |
Commercial |  |  | 1.64 | % |  |  | 0.69 | % |  |  | 0.89 | % |  |  | 2.08 | %
Consumer |  |  | 0.68 | % |  |  | 0.83 | % |  |  | 0.44 | % |  |  | 0.66 | %
Total loans |  |  | 1.29 | % |  |  | 0.47 | % |  |  | 0.73 | % |  |  | 0.52 | %

Of the $9.0 million and $10.3 million in gross loan charge-offs for the three and six months ended June 30, 2023, respectively, $7.0 million was attributable to one commercial and industrial loan that was fully charged-off in the second quarter of 2023.

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

|  | June 30, 2023 (Restated) |  |  | December 31, 2022 |
(Dollars in thousands) |  | $ |  |  | % of Loans |  |  | $ |  |  | % of Loans |
Commercial and industrial |  | $ | 17,583 |  |  |  | 22.2 | % |  | $ | 23,073 |  |  |  | 24.4 | %
Paycheck Protection Program |  |  | — |  |  |  | 0.3 | % |  |  | — |  |  |  | 0.5 | %
Real estate – construction, commercial |  |  | 3,849 |  |  |  | 6.7 | % |  |  | 1,637 |  |  |  | 7.6 | %
Real estate – construction, residential |  |  | 1,564 |  |  |  | 3.3 | % |  |  | 628 |  |  |  | 3.2 | %
Real estate – mortgage, commercial |  |  | 8,420 |  |  |  | 35.9 | % |  |  | 2,356 |  |  |  | 35.8 | %
Real estate – mortgage, residential |  |  | 5,548 |  |  |  | 28.9 | % |  |  | 1,760 |  |  |  | 26.2 | %
Real estate – mortgage, farmland |  |  | 13 |  |  |  | 0.2 | % |  |  | 4 |  |  |  | 0.3 | %
Consumer |  |  | 1,590 |  |  |  | 2.5 | % |  |  | 1,282 |  |  |  | 2.0 | %
Total |  | $ | 38,567 |  |  |  | 100.0 | % |  | $ | 30,740 |  |  |  | 100.0 | %

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

Nonperforming Assets. Nonperforming assets consist of nonaccrual loans, loans past due 90 days and still accruing interest, and other real estate owned (“OREO”).

OREO includes properties that have been substantively repossessed or acquired in complete or partial satisfaction of a loan. Such properties, which are held for resale, are carried at the lower of cost or fair market value, including a reduction for the estimated selling expenses.

54

The following table presents summary information pertaining to nonperforming assets and certain asset quality ratios as of the dates stated.

(Dollars in thousands) |  | June 30, 2023 |  |  | December 31, 2022 |
|  | (Restated) |  |  |  |
Nonaccrual loans |  | $ | 79,215 |  |  | $ | 76,050 |
Loans past due 90 days and still accruing |  |  | 2,456 |  |  |  | 8,260 |
Total nonperforming loans |  | $ | 81,671 |  |  | $ | 84,310 |
OREO |  |  | — |  |  |  | 195 |
Total nonperforming assets |  | $ | 81,671 |  |  | $ | 84,505 |
ACL |  | $ | 38,567 |  |  | $ | 30,740 |
Loans held for investment, including PPP loans |  | $ | 2,454,431 |  |  | $ | 2,411,059 |
Loans held for investment, excluding PPP loans |  | $ | 2,447,197 |  |  | $ | 2,399,092 |
Total assets |  | $ | 3,214,424 |  |  | $ | 3,130,465 |
ACL to total loans held for investment, including PPP loans |  |  | 1.57 | % |  |  | 1.27 | %
ACL to total loans held for investment, excluding PPP loans |  |  | 1.58 | % |  |  | 1.28 | %
ACL to nonperforming loans |  |  | 47.22 | % |  |  | 36.46 | %
Nonperforming loans to total loans held for investment, including PPP loans |  |  | 3.33 | % |  |  | 3.50 | %
Nonperforming loans to total loans held for investment, excluding PPP loans |  |  | 3.34 | % |  |  | 3.51 | %
Nonperforming assets to total assets |  |  | 2.54 | % |  |  | 2.70 | %

The increase in the ratio of ACL to total loans held for investment, excluding PPP loans, at June 30, 2023 compared to December 31, 2022 was primarily attributable to $7.4 million for the adoption of ASC 326 on January 1, 2023. The remaining purchase accounting adjustments (discounts) related to loans acquired in the Bay Banks of Virginia, Inc. merger in 2021 and earlier acquisitions by the Company were $6.4 million and $7.9 million at June 30, 2023 and December 31, 2022, respectively.

Modified Loans. The Company granted certain loan modifications to borrowers experiencing financial difficulties during the six months ended June 30, 2023. The total amortized cost of these modified loans was $42.4 million, or 1.73% of gross loans held for investment, as of June 30, 2023, all of which were on nonaccrual status as of the same date.

Investment Securities. The investment portfolio is used as a source of interest income, credit risk diversification, and liquidity, as well as to manage rate sensitivity and provide collateral for short-term borrowings. Securities in the investment portfolio classified as securities AFS may be sold in response to changes in market interest rates, changes in the securities’ prepayment risk, increased loan demand, general liquidity needs, and other similar factors, and are carried at estimated fair value. The fair value of the Company’s AFS investment securities was $340.6 million as of June 30, 2023, a decrease from $354.3 million at December 31, 2022, primarily due to amortization of securities. As a result of a modest increase in market longer-term interest rates in the first six months of 2023, the Company’s portfolio of AFS securities had an unrealized loss of approximately $1.5 million in the same period.

As of June 30, 2023 and December 31, 2022, the majority of the investment securities portfolio consisted of securities rated as investment grade by a leading rating agency. Investment grade securities are judged to have a low risk of default. At June 30, 2023 and December 31, 2022, securities with a fair value of $178.8 million and $241.9 million, respectively, were pledged to secure the Bank’s borrowing facility with the FHLB. As of June 30, 2023, the Company pledged securities with $108.7 million of par value (amortized cost and fair value of $109.6 million and $90.0 million, respectively) as collateral for the Bank Term Funding Program (“BTFP”) established by the Board of Governors of the Federal Reserve System. The Company also pledged securities with a fair value of $11.6 million (amortized cost of $13.4 million) as of June 30, 2023 for access to the FRB Discount Window.

The Company reviews its AFS investment securities portfolio for potential credit losses no less than quarterly. AFS investment securities with unrealized losses are generally a result of pricing changes due to changes in the current interest rate environment and not as a result of permanent credit impairment. The Company does not intend to sell, nor does it believe that it will be required to sell, any of its temporarily impaired AFS securities prior to the recovery of the amortized cost. No ACL has been recognized for AFS securities as of June 30, 2023.

55

Restricted equity investments consisted of stock in the FHLB (carrying basis $10.9 million and $14.7 million at June 30, 2023 and December 31, 2022, respectively), stock in the FRB (carrying basis of $6.1 million at both June 30, 2023 and December 31, 2022, respectively), and stock in the Company’s correspondent bank (carrying basis of $468 thousand at both June 30, 2023 and December 31, 2022). Restricted equity investments are carried at cost. The Company holds various other equity investments, including shares in other financial institutions and fintech companies, totaling $22.7 million and $23.8 million as of June 30, 2023 and December 31, 2022, respectively, which are carried at fair value with any gain or loss reported in the consolidated statements of operations each reporting period.

The following table presents the amortized cost of the investment portfolio by contractual maturities, as well as the weighted average yields for each of the maturity ranges as of and for the period stated. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

|  | June 30, 2023 |
|  | Within One Year |  |  | One to Five Years |  |  | Five to Ten Years |  |  | Over Ten Years |  |  |  |
(Dollars in thousands) |  | Amortized Cost |  |  | Weighted Average Yield |  |  | Amortized Cost |  |  | Weighted Average Yield |  |  | Amortized Cost |  |  | Weighted Average Yield |  |  | Amortized Cost |  |  | Weighted Average Yield |  |  | Total Amortized Cost |
Securities available for sale |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
State and municipal |  | $ | — |  |  |  | — | % |  | $ | 6,068 |  |  |  | 2.40 | % |  | $ | 32,393 |  |  |  | 1.97 | % |  | $ | 20,842 |  |  |  | 1.60 | % |  | $ | 59,303 |
U. S. Treasury and agencies |  |  | 2 |  |  |  | — | % |  |  | 19,487 |  |  |  | 0.98 | % |  |  | 45,568 |  |  |  | 1.88 | % |  |  | 7,000 |  |  |  | 2.11 | % |  |  | 72,057 |
Mortgage backed securities |  |  | — |  |  |  | — | % |  |  | 3,094 |  |  |  | 0.51 | % |  |  | 26,819 |  |  |  | 1.75 | % |  |  | 198,048 |  |  |  | 1.92 | % |  |  | 227,961 |
Corporate bonds |  |  | 500 |  |  |  | 6.54 | % |  |  | 6,300 |  |  |  | 6.75 | % |  |  | 34,114 |  |  |  | 4.60 | % |  |  | 500 |  |  |  | 4.00 | % |  |  | 41,414 |
Total |  | $ | 502 |  |  |  |  |  | $ | 34,949 |  |  |  |  |  | $ | 138,894 |  |  |  |  |  | $ | 226,390 |  |  |  |  |  | $ | 400,735 |

Deposits. The principal sources of funds for the Company are core deposits (demand deposits, interest-bearing transaction accounts, money market accounts, savings deposits, and certificates of deposit), primarily from its market area. The Company’s deposit base includes transaction accounts, time and savings accounts, and other accounts that customers use for cash management purposes and which provide a source of fee income and cross-marketing opportunities as well as a source of funds. Time and savings accounts, including money market deposit accounts, also provide a relatively stable source of funding.

Total deposits as of June 30, 2023 were $2.61 billion, an increase of $110.6 million from December 31, 2022, of which $220.1 million was due to higher time deposits, primarily brokered time deposits. The Company's relationships with fintech partners have resulted in approximately $707.6 million of deposits as of June 30, 2023, up from $690.2 million as of December 31, 2022. Estimated uninsured deposits totaled approximately $865.7 million as of June 30, 2023, or 33% of total deposits, compared to $923 million, or 37% of total deposits, as of December 31, 2022. Excluding fintech-related deposits, estimated uninsured deposits were 26% and 31% of total deposits as of June 30, 2023 and December 31, 2022, respectively.

Approximately 22.0% of total deposits as of June 30, 2023 were composed of noninterest-bearing demand deposits compared to 25.6% as of December 31, 2022. In contrast, approximately 23.4% of total deposits as of June 30, 2023 were composed of time deposits compared to 15.6% as of December 31, 2022, which was primarily due to the addition of brokered time deposits in late first quarter 2023 in response to then recent industry events. Brokered time deposits represented approximately 10.7% and 1.7% of total deposits as of June 30, 2023 and December 31, 2022, respectively.

The following table presents maturities of time deposits for certificate of deposits of $250 thousand or greater as of the dates stated.

(Dollars in thousands) |  | June 30, 2023 |  |  | December 31, 2022 |
Maturing in: |  |  |  |  |  |
3 months or less |  | $ | 14,874 |  |  | $ | 10,642 |
Over 3 months through 6 months |  |  | 15,960 |  |  |  | 14,699 |
Over 6 months through 12 months |  |  | 40,675 |  |  |  | 15,423 |
Over 12 months |  |  | 12,367 |  |  |  | 35,075 |
|  | $ | 83,876 |  |  | $ | 75,839 |

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

|  | As of and for the six months ended June 30, 2023 |
(Dollars in thousands) |  | Period-End Balance |  |  | Highest Month-End Balance |  |  | Average Balance |  |  | Weighted Average Rate |
FHLB borrowings |  | $ | 219,100 |  |  | $ | 310,800 |  |  | $ | 295,102 |  |  |  | 4.59 | %
FRB borrowings |  |  | 65,000 |  |  |  | 65,000 |  |  |  | 17,958 |  |  |  | 4.89 | %
|  | As of and for the year ended December 31, 2022 |
(Dollars in thousands) |  | Period-End Balance |  |  | Highest Month-End Balance |  |  | Average Balance |  |  | Weighted Average Rate |
FHLB borrowings |  | $ | 311,700 |  |  | $ | 311,700 |  |  | $ | 113,478 |  |  |  | 3.08 | %
FRB borrowings |  |  | 51 |  |  |  | 17,197 |  |  |  | 4,881 |  |  |  | 2.34 | %

FHLB advances are secured by collateral consisting of a blanket lien on qualifying loans in the Company’s residential, multi-family, and commercial real estate mortgage loan portfolios, as well as select investment securities.

Subordinated notes, net, totaled $39.9 million as of both June 30, 2023 and December 31, 2022.

Liquidity. Liquidity is essential to the Company’s business. The Company’s liquidity could be impaired by unforeseen outflows of cash, including deposits, or the inability to access the capital and/or wholesale funding markets. This situation may arise due to circumstances that the Company may be unable to control, such as general market disruption, negative views about the Company or the financial services industry generally, or an operational problem that affects the Company or a third party. The Company’s ability to borrow from other financial institutions on favorable terms or at all could be adversely affected by disruptions in the capital markets or other events.

The Company has established a formal liquidity contingency plan that provides guidelines for liquidity management. Pursuant to the Company’s liquidity management program, it first determines its current liquidity position and then forecasts liquidity based on anticipated changes in the balance sheet. In this forecast, the Company expects to maintain a liquidity cushion. Management then stress tests the Company’s liquidity position under several different stress scenarios, from moderate to severe. Guidelines for the forecasted liquidity cushion and for liquidity cushions for each stress scenario have been established. Management also monitors the Company’s liquidity position through cash flow forecasting and believes its level of liquidity is adequate to conduct the business of the Company.

Deposits are the primary source of the Company’s liquidity. Cash flow from amortizing assets or maturing assets provides funding to meet the needs of depositors and borrowers. The Bank had unsecured federal fund lines available with correspondent banks for overnight borrowing totaling $28.0 million as of June 30, 2023 and December 31, 2022. These lines bear interest at the prevailing rates for such loan and are cancelable any time by the correspondent bank. As of June 30, 2023 and December 31, 2022, none of these lines of credit with correspondent banks were drawn upon.

In addition to deposits and federal funds lines, the Company has access to various wholesale funding markets. These markets include the brokered certificate of deposit market, listing service deposit market, and the federal funds market. The Company is a member of the IntraFi Network (formerly, Promontory Interfinancial Network), which allows banking customers to access Federal Deposit Insurance Corporation (the “FDIC”) insurance protection through the Bank on deposits that exceed FDIC insurance limits. The Company also has one-way authority with the IntraFi Network for both Certificate of Deposit Account Registry Service and Insured Cash Sweep products which provides the Company the ability to access additional wholesale funding as needed.

The Company maintains secured lines of credit with the FHLB under which the Company can borrow up to the allowable amount for the collateral pledged. As of June 30, 2023, the Company had a credit line available of $572.7 million with the FHLB with outstanding advances totaling $219.1 million and letters of credit totaling $67.6 million, leaving the remaining credit availability of $286.0 million as of the same date. The letters of credit are for the benefit of the Treasury Board of the Commonwealth of Virginia to secure public deposits.

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The BTFP provides banks with additional liquidity via a secured line of credit collateralized by eligible pledged securities. Available credit is equal to the current par value of the pledged securities. Advances under the BTFP are up to a one-year term and are priced at the one-year overnight index swap rate plus 10 basis points, which is fixed for the term on the advance date. Advances can be repaid at any time without penalty. The Company had an available line of credit through the BTFP of $100.5 million as of June 30, 2023, of which the Company had drawn one advance for $65.0 million, maturing May 10, 2024, with a fixed interest rate of 4.74%, leaving the remaining credit availability of $35.5 million as of the same date.

The Company maintains access to the FRB Discount Window, under which the Company can borrow up to the allowable amount for the securities pledged as collateral. As of June 30, 2023, availability under the FRB Discount Window was $11.1 million. The Company had no outstanding borrowings through the FRB Discount Window as of June 30, 2023 or December 31, 2022.

The Company utilized the FRB Paycheck Protection Program Liquidity Facility to partially fund PPP loans, which collateralize the advances. As of June 30, 2023 and December 31, 2022, FRB borrowings under this facility totaled $0 and $51 thousand, respectively.

Subsequent to the financial industry events in early March 2023, the Company has undertaken efforts to increase its borrowing capacity by pledging additional eligible collateral with the FHLB, adding borrowing capacity by participating in the BTFP, and more actively sourcing brokered deposits to enhance its liquidity position. The Company also added a treasury management resource to provide additional oversight to the Company's liquidity position.

Capital. Capital adequacy is an important measure of financial stability and performance. The Company’s objectives are to maintain a level of capitalization that is sufficient to support the Company's strategic objectives.

Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. A financial institution's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Pursuant to the Basel Committee on Banking Supervision's capital guidelines for U.S. banks (the “Basel III rules”), the Bank must hold a capital conservation buffer of 2.50% above the adequately capitalized risk-based capital ratios for all ratios, except the tier 1 leverage ratio. If a banking organization dips into its capital conservation buffer, it is subject to limitations on certain activities, including payment of dividends, share repurchases, and discretionary compensation to certain officers. The Banks's primary regulators may place certain restrictions on dividends paid by the Bank. The total amount of dividends which may be paid at any date is generally limited to retained earnings of the Bank.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized; although, these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.

As of June 30, 2023 and December 31, 2022, the Bank met the capital requirements to be classified as well capitalized. There have been no conditions or events since these dates that management believes have changed the institution's categorization.

If the Bank were fail to meet the capital adequacy guidelines for a “well-capitalized” bank, it could be required to pay higher insurance premiums to the FDIC or subject to increased regulatory scrutiny. In addition, the Bank would not be able to renew or accept brokered deposits without prior regulatory approval and would be subject to interest rate restrictions on its deposit accounts.

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As previously noted, the Company adopted CECL effective January 1, 2023. Federal and state banking regulations allow financial institutions to irrevocably elect to phase-in the after-tax cumulative effect adjustment at adoption to retained earnings ("CECL Transitional Amount") over a three-year period. The three-year phase-in of the CECL Transitional Amount to regulatory capital will be 25%, 50%, and 25% in 2023, 2024, and 2025, respectively. The Bank made this irrevocable election effective with its first quarter 2023 call report.

The following tables present the capital and capital ratios to which the Bank is subject and the amounts and ratios to be adequately and well capitalized as of the dates stated. Adequately capitalized ratios include the conversation buffer, if applicable. The CECL Transitional Amount was $8.1 million, of which $2.0 million reduced the regulatory capital amounts and capital ratios as of June 30, 2023.

|  | June 30, 2023 (Restated) |
|  | Actual |  |  | For Capital Adequacy Purposes |  |  | To Be Well Capitalized |
(Dollars in thousands) |  | Amount |  |  | Ratio |  |  | Amount |  |  | Ratio |  |  | Amount |  |  | Ratio |
Total risk based capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 293,176 |  |  |  | 10.60 | % |  | $ | 290,342 |  |  |  | 10.50 | % |  | $ | 276,516 |  |  |  | 10.00 | %
Tier 1 capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 258,604 |  |  |  | 9.35 | % |  | $ | 235,039 |  |  |  | 8.50 | % |  | $ | 221,213 |  |  |  | 8.00 | %
Common equity tier 1 capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 258,604 |  |  |  | 9.35 | % |  | $ | 193,562 |  |  |  | 7.00 | % |  | $ | 179,736 |  |  |  | 6.50 | %
Tier 1 leverage |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To average assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 258,604 |  |  |  | 7.92 | % |  | $ | 130,590 |  |  |  | 4.00 | % |  | $ | 163,237 |  |  |  | 5.00 | %

|  | December 31, 2022 |
|  | Actual |  |  | For Capital Adequacy Purposes |  |  | To Be Well Capitalized |
(Dollars in thousands) |  | Amount |  |  | Ratio |  |  | Amount |  |  | Ratio |  |  | Amount |  |  | Ratio |
Total risk based capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 301,097 |  |  |  | 10.93 | % |  | $ | 289,246 |  |  |  | 10.50 | % |  | $ | 275,473 |  |  |  | 10.00 | %
Tier 1 capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 268,545 |  |  |  | 9.75 | % |  | $ | 234,152 |  |  |  | 8.50 | % |  | $ | 220,379 |  |  |  | 8.00 | %
Common equity tier 1 capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 268,545 |  |  |  | 9.75 | % |  | $ | 192,831 |  |  |  | 7.00 | % |  | $ | 179,058 |  |  |  | 6.50 | %
Tier 1 leverage |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(To average assets) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Blue Ridge Bank, N.A. |  | $ | 268,545 |  |  |  | 8.90 | % |  | $ | 120,644 |  |  |  | 4.00 | % |  | $ | 150,805 |  |  |  | 5.00 | %

Off-Balance Sheet Activities

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis, in a manner similar to that if underwriting a loan. The approved commitments to extend credit that were available but unused as of June 30, 2023 and December 31, 2022 totaled $679.1 million and $736.1 million, respectively.

Conditional commitments are issued by the Company in the form of financial stand-by letters of credit, which guarantee payment to the underlying beneficiary (i.e., third party) if the customer fails to meet its designated financial obligation. As of June 30, 2023 and December 31, 2022, commitments under outstanding financial stand-by letters of

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credit totaled $29.5 million and $29.8 million, respectively. The credit risk of issuing stand-by letters of credit can be greater than the risk involved in extending loans to customers.

Upon the adoption of ASC 326 on January 1, 2023, the Company recorded an increase to its reserve for unfunded commitments of $3.7 million. For the six months ended June 30, 2023, the Company recorded a reduction to the provision for credit losses for unfunded commitments of $1.0 million, which was primarily attributable to lower balances of loan commitments. As of June 30, 2023, the reserve for unfunded commitments was $4.5 million compared to $1.8 million as of December 31, 2022.

The Company invests in various partnerships, limited liability companies, and small business investment company funds. Pursuant to these investments, the Company commits to an investment amount that may be fulfilled in future periods. At June 30, 2023, the Company had future commitments outstanding totaling $17.9 million related to these investments.

Interest Rate Risk Management

As a financial institution, the Company is exposed to various business risks, including interest rate risk. Interest rate risk is the risk to earnings and value arising from volatility in market interest rates. Interest rate risk arises from timing differences in the repricing and maturities of interest-earning assets and interest-bearing liabilities, changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers' ability to prepay loans and depositors' ability to redeem certificates of deposit before maturity, changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion, and changes in spread relationships between different yield curves, such as U.S. Treasuries and other market-based index rates. The Company’s goal is to maximize net interest income without incurring excessive interest rate risk. Management of net interest income and interest rate risk must be consistent with the level of capital and liquidity that the Bank maintains. The Company manages interest rate risk through an asset and liability committee comprised of members of its board of directors and management (the “ALCO”). The ALCO is responsible for monitoring the Company’s interest rate risk in conjunction with liquidity and capital management.

The Company employs an independent consulting firm to model its interest rate sensitivity that uses a net interest income simulation model as its primary tool to measure interest rate sensitivity. Assumptions for modeling are developed based on expected activity in the balance sheet. For maturing assets, assumptions are created for the redeployment of these assets. For maturing liabilities, assumptions are developed for the replacement of these funding sources. Assumptions are also developed for assets and liabilities that could reprice during the modeled time period. These assumptions also cover how management expects interest rates to change on non-maturity deposits such as interest checking, money market checking, savings accounts, as well as certificates of deposit. Based on inputs that include the current balance sheet, the current level of interest rates, and the developed assumptions, the model produces an expected level of net interest income assuming that market rates remain unchanged. This is considered the base case. The model then simulates the impact on net interest income based on specific changes in interest rates. The rate simulations are performed for a two-year period and include rapid rate changes of down 100 basis points to 300 basis points and up 100 basis points to 300 basis points. The results of these simulations are then compared to the base case.

The following table presents the estimated change in net interest income under various rate change scenarios. The scenarios assume rate changes occur instantaneous and in a parallel manner, which means the changes are the same on all points of the rate curve.

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|  | June 30, 2023 |
|  | Instantaneous Parallel Rate Shock Scenario |
|  | Change in Net Interest Income - Year 1 |  |  | Change in Net Interest Income - Year 2 |
Change in interest rates: |  |  |  |  |  |  |  |  |  |  |  |
+300 basis points |  | $ | (10,808 | ) |  |  | (11.5 | %) |  | $ | (11,204 | ) |  |  | (11.1 | %)
+200 basis points |  |  | (6,460 | ) |  |  | (6.9 | %) |  |  | (6,549 | ) |  |  | (6.5 | %)
+100 basis points |  |  | (2,818 | ) |  |  | (3.0 | %) |  |  | (2,712 | ) |  |  | (2.7 | %)
Base case |  |  |  |  |  |  |  |  |  |  |  |
-100 basis points |  |  | 1,332 |  |  |  | 1.4 | % |  |  | 774 |  |  |  | 0.8 | %
-200 basis points |  |  | 2,196 |  |  |  | 2.3 | % |  |  | 291 |  |  |  | 0.3 | %
-300 basis points |  |  | 3,386 |  |  |  | 3.6 | % |  |  | 25 |  |  |  | (— | %)

The severity of the effect of instantaneous increases in interest rates as shown above is due to the timing of pricing change in the Company's interest-bearing liabilities compared to its interest-earning assets. A significant portion of the Company's deposits through its fintech partnerships reprice with changes in federal funds rates. Therefore, an instantaneous change in this index rate results in a relative change in deposit costs. The Company contracts with its fintech partners and continually assesses the cost of these fintech-related deposits relative to sources of fees and other noninterest income earned from these partnerships.

Stress testing the balance sheet and net interest income using instantaneous parallel shock movements in the yield curve of 100 to 300 basis points is a regulatory and banking industry practice. However, these stress tests may not represent a realistic forecast of future interest rate movements in the yield curve. In addition, instantaneous parallel interest rate shock modeling is not a predictor of actual future performance of earnings. It is a financial metric used to manage interest rate risk and track the movement of the Company’s interest rate risk position over a historical time frame for comparison purposes.

The asset and liability repricing characteristics of the Company’s assets and liabilities will have a significant impact on its future interest rate risk profile.

Item 3. Quantitative and Qualitati ve Disclosures about Market Risk

This information is incorporated herein by reference to the information in section "Interest Rate Risk Management" within Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-Q/A.

Item 4. Controls and Procedures (Restated)

This section has been restated to reflect the changes described in the Explanatory Note and in the Restatement section of Note 1 of this Form 10-Q/A.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods required by the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2023 was carried out under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers concluded that the Company’s disclosure controls and procedures were effective, except as discussed below.

Identification of Material Weakness

As previously disclosed in the Explanatory Note to the Consolidated Financial Statements to the Company's Annual Report on Form 10-K/A for the year ended December 31, 2022, the Company has evaluated the effect of the facts leading to the restatement of the financial statements herein for the interim period ended June 30, 2023. Management

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has concluded that a material weakness existed in the timely risk grading and placing of loans on nonaccrual status and, thus, in the determination of the adequacy of the allowance for credit losses for the specialty finance loans. It was further determined that such material weakness does not exist in the remainder of the loan portfolio.

Management, with oversight from the Audit Committee, is committed to remediating the foregoing material weakness and has taken the following steps in the third quarter of 2023:

•
Completed a re-underwriting of all loans in the specialty finance loan portfolio, and believes risk grades and reserves are adequate and appropriately recorded;
•
Established a credit policy and risk committee charged with drafting a new credit policy; and
•
Began institutionalizing a new philosophy around loan portfolio management.﻿

Changes in Internal Control over Financial Reporting

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting. Except as noted in the preceding paragraphs, there have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding legal proceedings in which the Company is involved, please see Note 16 to the unaudited consolidated financial statements included in this Form 10-Q/A.

In the ordinary course of its operations, the Company is a party to various legal proceedings. As of the date of this report, there are no pending or threatened proceedings against the Company, other than as disclosed in the preceding paragraph, that, if determined adversely, would have a material effect on the business, results of operations or financial position of the Company.

Item 1A. Ri sk Factors

Other than as set forth below, there have been no material changes to the risk factors disclosed in the 2022 Form 10-K/A. The following risk factors supplement, and should be read together with, the risk factors disclosed in the 2022 Form 10-K/A. Additional risks not presently known to the Company, or that it currently deems immaterial, may also adversely affect the Company's business, financial condition, or results of operations. See also “Cautionary Note About Forward-Looking Statements,” included in Part 1, Item 2, of this Form 10-Q/A.

The Company’s specialty finance loans may further increase its credit risk.

These specialty finance loans are of higher risk than other types of loans originated by the Bank, due to the nature of the collateral, and as such, the Company's ability to pursue collections could be delayed or protracted. Any of these factors could cause the Company to incur charge-offs to the ACL, lost interest income relating to these loans, and additional increases in the loan loss reserves, any of which may have a material adverse effect on earnings, liquidity, and capital.

Item 2. Unregistered Sales of Equi ty Securities and Use of Proceeds

None

Item 3. Defaults Upo n Senior Securities

None

Item 4. Mine Saf ety Disclosures

None

Item 5. Other Information

None

Item 6. E xhibits

10.1 |  | Employment Agreement, dated as of May 7, 2023, by and between Blue Ridge Bank, National Association, and G. William Beale (incorporated by reference to Exhibit 10.1 of Blue Ridge Bankshares, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).
10.2 |  | Blue Ridge Bankshares, Inc. 2023 Stock Incentive Plan (incorporated by reference to Appendix A of Blue Ridge Bankshares, Inc.'s proxy statement for the 2023 annual meeting, filed April 28, 2023).
31.1 |  | Rule 13(a)-14(a) Certification of Chief Executive Officer.
31.2 |  | Rule 13(a)-14(a) Certification of Chief Financial Officer.
32.1 |  | Statement of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

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101 |  | The following materials from Blue Ridge Bankshares, Inc.’s Quarterly Report on Form 10-Q/A for the quarterly period ended June 30, 2023, formatted in Inline Extensible Business Reporting Language (XBRL), include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) related notes (filed herewith).
104 |  | The cover page from Blue Ridge Bankshares, Inc.’s Quarterly Report on Form 10-Q/A for the quarterly period ended June 30, 2023, formatted in Inline XBRL (included with Exhibit 101).

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SIGNAT URES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|  |  |  | BLUE RIDGE BANKSHARES, INC.
Date: November 14, 2023 |  |  |  | By: |  | /s/ G. William Beale
|  |  |  |  |  | G. William Beale
|  |  |  |  |  | President and Chief Executive Officer
|  |  |  | By: |  | /s/ Judy C. Gavant
|  |  |  |  |  | Judy C. Gavant
|  |  |  |  |  | Executive Vice President and Chief Financial Officer

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