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Organization and Basis of Presentation | 12 Months Ended
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Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Organization and Basis of Presentation | Note 1. Organization and Basis of Presentation Blue Ridge Bankshares, Inc. (the "Company"), a Virginia corporation, was formed in 1988 and is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. The Company is headquartered in Charlottesville, Virginia and conducts its business activities primarily through its wholly-owned subsidiary bank, Blue Ridge Bank, National Association (the "Bank") and its wealth and trust management subsidiary, BRB Financial Group, Inc. (the “Financial Group”). The Company exists primarily for the purposes of holding the stock of its subsidiaries, the Bank and the Financial Group. The Bank operates under a national charter and is subject to regulation by the Office of the Comptroller of the Currency (the “OCC”). Consequently, it undergoes periodic examinations by this regulatory authority. As a bank holding company, the Company is subject to supervision and regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve") and the Bureau of Financial Institutions of the Virginia State Corporation Commission, which also periodically conduct examinations of the holding company's activities. As of December 31, 2023, the Bank operated twenty-seven full-service banking offices across its footprint, which stretches from the Shenandoah Valley across the Piedmont region through Richmond and into the coastal peninsulas and Hampton Roads region of Virginia and into north-central North Carolina. The Company, through the Financial Group, offers management services for personal and corporate trusts, including estate planning, estate settlement and trust administration, insurance products, and investment and wealth management. The Bank’s mortgage banking activities include a retail mortgage business operating as Monarch Mortgage. The Company, through its minority investment in Hammond Insurance Agency, Inc. (“Hammond Insurance”) offers property and casualty insurance to individuals and businesses. Employment benefit services are offered under the trade name BluePoint Benefits. Restatement On October 31, 2023, the Company and the Audit Committee of its board of directors, after consultation with the Company’s independent registered public accounting firm and the OCC, 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. On November 14, 2023, the Company filed amendments to its annual report on Form 10-K for the year ended December 31, 2022 and its quarterly reports on Form 10-Q for the periods ended March 31, 2023 and June 30, 2023 to restate the consolidated financial statements included therein. The Company does not believe that the restatements reflect any significant financial impact on the Company's financial condition as of December 31, 2023, or any trends in the Company's business or its prospects. The consolidated financial statements included in this Form 10-K reflect the effects of the aforementioned restatement as of and for the year ended December 31, 2022. 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. On January 24, 2024, the Bank consented to the issuance of a consent order (the “Consent Order”) with the OCC. The Consent Order replaces the Written Agreement, which principally concerned the Bank's fintech operations, and generally incorporates the provisions of the Written Agreement, as well as adding certain new provisions. Under the terms of the Consent Order, the Bank and/or the board of directors of the Bank is required to take certain actions, including but not limited to, the following: • Maintain a compliance committee of the Bank’s board of directors to monitor and oversee compliance with the Consent Order and regularly submit progress reports to the OCC. • Submit a written plan acceptable to the OCC detailing remedial actions needed to achieve and sustain compliance with the Bank Secrecy Act (the “BSA”) and the Consent Order, and to address all Bank Secrecy Act/Anti-Money Laundering (“BSA/AML”) deficiencies, violations, and corrective actions communicated to the Bank. • Adopt, review, and monitor the Bank’s management in implementing and adhering to, a written program to effectively assess and manage the risks posed by the Bank’s third-party relationships. • Obtain the OCC’s written non-objection prior to onboarding or signing a contract with a new third-party fintech relationship, or offering new products or services or conducting new activities with or through existing third-party fintech relationships. • Ensure that onboarding of new end user accounts within existing third-party fintech relationships and subpartners complies with BSA/AML requirements and submit supporting information to the OCC. • Adopt, review, and monitor the Bank’s management in implementing and adhering to, an effective written BSA risk assessment program to ensure they provide a comprehensive and accurate assessment of the BSA compliance risk across all products, services, customers, entities, geographic locations of customers, transactions, accounts, and methods the Bank uses to interact with its customers. • Adopt a revised and expanded independent BSA audit program. • Ensure that the Bank’s BSA function is appropriately staffed with personnel that have requisite expertise, training, skills, and authority, including maintaining a permanent, qualified, and experienced BSA officer. • Adopt, review, and monitor the Bank’s management in implementing and adhering to, revised and expanded risk-based policies, procedures, and processes to obtain and analyze appropriate customer due diligence, enhanced due diligence and beneficial ownership information for all Bank customers. • Ensure that the Bank’s management develops, implements, and adheres to an enhanced written risk-based program for all lines of business, including accounts and sub-accounts provided by and through the Bank’s third-party relationships, to ensure compliance with OCC regulations in the filing of suspicious activity reports. • Submit to the OCC, for review and prior written non-objection, a revised action plan to conduct an expanded review and provide a written report of the Bank’s suspicious activity monitoring, including with respect to high-risk customer activity involving the Bank’s third-party relationships. • Implement and adhere to an acceptable written program to effectively assess and manage the Bank’s information technology activities, including those activities conducted through and by the Bank’s third-party relationships. • Submit to the OCC, for review and prior written non-objection, an acceptable written strategic plan. Any action that would significantly deviate from the strategic plan must receive prior non-objection from the OCC. • Maintain a leverage ratio of 10.00% and a total capital ratio of 13.00%, referred to as Individual Minimum Capital Ratios (“IMCRs”). The Bank may not be deemed to be “well capitalized” for purposes of the bank regulatory framework for prompt corrective action. If the Bank fails to achieve and maintain the IMCRs, the OCC may deem the Bank to be “undercapitalized” under such regulatory provisions. • Submit to the OCC, for review and prior written non-objection, an acceptable written capital plan, consistent with the Bank’s strategic plan, including specific plans for the achievement and maintenance of adequate capital no less than that required by the Consent Order. Complete copies of the Written Agreement and the Consent Order are included as Exhibits 10.13 and 10.14, respectively, to this Form 10-K. Securities Purchase Agreement On December 21, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Kenneth R. Lehman, Castle Creek Capital Partners VIII, L.P. (“Castle Creek”), other institutional investors, and certain directors and executive officers of the Company (collectively, the “Purchasers”) pursuant to which the Company has agreed to issue and sell to the Purchasers (i) 60 million shares of the Company’s common stock at a purchase price of $2.50 per share and (ii) warrants to purchase approximately 29.4 million shares of the Company’s common stock at an exercise price of $2.50 per share in a private placement (the “Private Placement”), for gross proceeds of $150 million. The Company will issue the warrants to each Purchaser other than the Company’s directors and executive officers who are participating in the Private Placement. The obligations of the Company and the Purchasers to consummate the Private Placement pursuant to the Securities Purchase Agreement are subject to the satisfaction or waiver of certain closing conditions, including receipt of shareholder approval of (i) an amendment to the Company’s articles of incorporation to increase the number of authorized shares of common stock to 150 million shares and (ii) the issuance of the shares, the warrants, and the warrant shares pursuant to applicable listing standards of the NYSE American Market. The closing is further conditioned on (i) receipt by Mr. Lehman and Castle Creek of any required bank regulatory approvals, waivers, or non-objections; (ii) the shares and warrant shares having been authorized for listing on the NYSE American market; (iii) the Purchasers having remitted an aggregate of at least $130 million (including at least $3.1 million by directors and executive officers of the Company); and (iv) the Bank complying with certain minimum capital requirements. The Private Placement is subject to closing conditions and is expected to close late in the first quarter or early in the second quarter of 2024. The Company plans to use the net proceeds from the Private Placement for general corporate purposes and to reposition business lines, support organic growth, and enhance capital levels of the Bank, including meeting the IMCRs per the Consent Order. A complete copy of the Securities Purchase Agreement is included as Exhibit 10.15 to this Form 10-K. Going Concern In connection with the preparation of financial statements for each reporting period, the Company evaluates whether conditions or events, considered in the aggregate, exist that would raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. If substantial doubt exists, specific disclosures are required to be included in the Company's financial statements issued. The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, liquidation of liabilities, and other considerations in the normal course of business. The realization of assets and the liquidation of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and maintain sufficient liquidity. Management has developed the following plans to alleviate the substantial doubt about the Company’s ability to continue as a going concern: • Compliance with the Consent Order - The Company's management and board of directors is actively working to bring policies, procedures, and operations into conformity with OCC directives. In connection therewith, the Company has plans to substantially exit its banking-as-a-service (“BaaS”) fintech operations in 2024. Additionally, the Bank has added talented leadership to solidify the risk management practices of the Company. The Company is also utilizing third-party consultants and other advisors to assist in complying with OCC directives. • Increasing Capital - In the latter half of 2023, the Company initiated a capital raise, which culminated in the Private Placement. On March 7, 2024, the Company filed a Form 8-K with the Securities and Exchange Commission ("SEC") disclosing that the Company had received sufficient votes to approve the Private Placement at a special meeting of shareholders held on March 6, 2024. A substantial portion of the net proceeds of the Private Placement will be immediately contributed to the Bank as tier 1 regulatory capital to meet the IMCRs as outlined in the Consent Order. • Managing Liquidity - Managing the Company's liquidity position through the substantial exit of the BaaS operations will require significant liquidity oversight. The Company has a closely managed BaaS winddown plan that is an element of its liquidity management. Management intends to utilize proceeds from the Private Placement, the contraction of the Company’s balance sheet, particularly loans, secured funding facilities, as well as core deposit growth to meet its liquidity requirements. • Improving Asset Quality - The increase in the Company’s allowance for credit losses ("ACL"), charge-offs, and nonperforming loans as of and for the years ended December 31 2023 and 2022 were largely related to a group of specialty finance loans. The Company does not believe this level of nonperforming loans is representative of its loan portfolio, as a whole, and expects these levels will decline going forward. Additionally, the Company routinely undergoes third-party independent loan reviews, and recent reviews have supported these beliefs. However, many conditions affect borrowers’ ability to repay their loans, including, but not limited to, property values, interest rates, and general market conditions. • Increasing Earnings - Nonrecurring items contributed to the reported $51.8 million net loss for the year ended December 31, 2023, including a $26.6 million non-cash, after-tax goodwill impairment charge and a $4.8 million after-tax settlement reserve for the ESOP litigation assumed in the 2019 acquisition of Virginia Community Bankshares, Inc. ("VCB"). The Company also reported a significant increase in its ACL in 2023 related to a group of specialty finance loans. Satisfying the Consent Order and substantially exiting fintech BaaS activities will significantly reduce noninterest expenses and improve earnings. Based on management’s assessment of the Company’s ability to alleviate the substantial doubt about its ability to continue as a going concern, these consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Other Matters 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 year ended December 31, 2023. The Company sold its majority interest in MoneyWise Payroll Solutions, Inc. ("MoneyWise") to the holder of the minority interest in MoneyWise in the first quarter of 2022. Asset and liability balances and statement of operation amounts related to MoneyWise are reported as discontinued operations for all periods presented. On January 31, 2021, the Company completed a merger with Bay Banks of Virginia, Inc. (“Bay Banks”), a bank holding company conducting substantially all its operations through its bank subsidiary, Virginia Commonwealth Bank, and the Financial Group (formerly VCB Financial Group, Inc.). Immediately following the Company’s merger with Bay Banks, Bay Banks’ subsidiary bank was merged with and into the Bank, while the Financial Group became a subsidiary of the Company (collectively, the “Bay Banks Merger”). Information contained herein as of December 31, 2023 and 2022 includes the balances of Bay Banks; information contained herein as of and for the year ended December 31, 2021 includes the operations of Bay Banks for the period immediately following the effective date of the Bay Banks Merger (January 31, 2021) through December 31, 2021. The accompanying consolidated financial statements of the Company include the accounts of the Bank and the Financial Group and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and to general practices within the banking industry. All significant intercompany balances and transactions have been eliminated in consolidation. Certain amounts presented in the consolidated financial statements of prior periods have been reclassified to conform to current year presentations, including the following instances. The reclassifications had no effect on net income, net income per share, or shareholders’ equity, as previously reported.

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