BOTJ Bank of the James Financial Group Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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Current Report

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 18, 2023

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BANK OF THE JAMES FINANCIAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 - Results of Operations and Financial Condition

On Friday, July 21, 2023, Bank of the James Financial Group, Inc. (the “Company”) issued a press release announcing financial results for the three and six months ended June 30, 2023 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1.

Item 8.01 – Other Events

On July 18, 2023, the Board of Directors of the Company declared a quarterly cash dividend of $0.08 per share of common stock. The dividend will be paid on or about September 15, 2023, to stockholders of record as of the close of business on September 1, 2023.

Item 9.01 - Financial Statements and Exhibits

(a) Financial statements of businesses acquired – not applicable

(b) Pro forma financial information – not applicable

(c) Shell company transactions – not applicable

(d) Exhibits

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SIGNATURE

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 hereunto duly authorized.

Exhibit 99.1





Bank of the James Announces Second Quarter, First Half of 2023

Financial Results and Declaration of Dividend

Earnings Growth, Mortgage Activity, Strong Asset Quality



LYNCHBURG, VA, July 21, 2023 -- Bank of the James Financial Group, Inc. (the “Company”) (NASDAQ:BOTJ), the parent company of Bank of the James (the “Bank”), a full-service commercial and retail bank, and Pettyjohn, Wood & White, Inc. (“PWW”), an SEC-registered investment advisor, today announced unaudited results of operations for the three month and six month periods ended June 30,  2023.  The Bank serves Region 2000 (the greater Lynchburg MSA), and the Blacksburg, Charlottesville, Harrisonburg, Lexington, Roanoke, and Wytheville, Virginia markets.

Net income for the three months ended June 30, 2023 increased to $2.53 million or $0.56 per basic and diluted share compared with $2.29 million or $0.48 per basic and diluted share for the three months ended June 30, 2022. Net income for the six months ended June 30, 2023 was $4.52 million or $0.99 per basic and diluted share compared with $4.43 million or $0.93 per basic and diluted share for the six months ended June 30, 2022.

Robert R. Chapman III, CEO, commented: “Our Company’s focus on service excellence, strong banking relationships and financial solutions for individuals and businesses were keys to a strong financial performance in the second quarter and first half. While interest rates have had an impact on banking activity,  our robust capabilities combined with our team’s commitment to ‘going the extra mile’ for clients has supported strong client retention and generated a  diverse revenue stream.

“Our residential mortgage lending group turned in an exceptional performance, particularly given low home inventories and the interest rate environment. The reputation the Bank has built over the years for professional service, loan origination and timely processing has positioned the Bank as a lender of choice in our markets.

“Positive financial contributions from commercial banking reflected the strength of our relationship management and attention to providing value for clients. Integrated banking solutions that incorporate deposits, card services, and sophisticated electronic cash management products create value for clients and provide the Company with a variety of revenue sources. With sophisticated capabilities backed by experienced, responsive commercial bankers, we believe Bank of the James is well positioned to attract larger businesses and further broaden our commercial client base.

“A primary focus throughout the organization is continuous improvement in productivity and efficiency through reduced expenses to maximize the value of the revenues we generate. This focus was reflected in the second quarter of 2023 as the efficiency ratio improved to 73.0% from 74.7% a year earlier. Return on average assets increased to 1.08% from 0.89% a year earlier and return on average equity rose to 19.7% from 12.7% a year earlier.

“Maintaining strong asset quality through diligent credit management and monitoring processes has contributed to quality earnings.   We believe that our asset quality and liquidity have positioned us to continue to operate safely and soundly in the current environment.

“As always, the Company and its Board of Directors pay close attention to growing shareholder value. Results in the first half of 2023 reflected increased retained earnings, total stockholders’ equity and book value. Our historical practice of issuing quarterly cash dividends to shareholders, and the completion of two share buyback programs in the past year that enhanced earnings per share by $0.03 this quarter, have contributed to providing a balanced return for shareholders.”



Second Quarter, First Half of 2023 Highlights



Second Quarter, First Half of 2023 Operational Review

Net interest income after a $254,000 recovery of credit losses for the quarter ended June 30, 2023 was $7.60 million compared with net interest income after a $300,000 recovery of credit losses of $7.42 million for the quarter ended June 30, 2022. For the six months of 2023, net interest income after recovery of credit losses was $15.10 million compared with net interest income after recovery of credit losses of $14.11 million for the six months of 2022.

Total interest income increased to $9.58 million in the second quarter of 2023 compared with $7.60 million a year earlier. For the six months of 2023, total interest income was $18.68 million compared with $14.51 million for the six months of 2022. Both 2023 periods reflected moderate organic loan growth and interest rate increases.

The interest rate adjustment related to variable rate loans along with an increase in the Fed Funds rate continued to have a significant positive impact on the yields earned on interest earning assets and margins.  The yield on interest earning assets in the second quarter of 2023 was 4.31%, up from 3.19%  a year earlier. The interest spread was 3.08% compared with 2.93% a year earlier. Net interest margin was 3.30% in the second quarter of 2023 compared with 2.99% in the second quarter of 2022.

For the six months of 2023, the yield on interest earning assets was 4.24% compared with 3.14% for the six months of 2022. The interest spread was 3.22% compared with 2.87% for the six months of 2023 and 2022, respectively. Net interest margin was 3.40% compared with 2.92% for the six months of 2023 and 2022, respectively.

Total interest expense in the second quarter and first half of 2023 increased significantly compared with the 2022 periods, reflecting increased levels of interest-paying deposits and higher deposit rates commensurate with the prevailing interest

rate environment. Total interest expense in the second quarter of 2023 was $2.24 million compared with $474,000 a year earlier, while total interest expense in the first half of 2023 was $3.69 million compared with $999,000 a year earlier.

J. Todd Scruggs, Executive Vice President and CFO, commented: “Although rising interest expense continues to put pressure on margins, we believe our decision to increase rates on new loans along with the repricing of some current variable rate loans resulted in our interest income increasing more than our interest expense. We have consistently grown deposits, which, while adding to interest expense, continue to represent the most cost-effective source to fund lending.”

Noninterest income in the second quarter of 2023 rose 14% to $3.44 million compared with $3.03 million in the second quarter of 2022. For the six months of 2023, noninterest income was $6.49 million compared with $6.67 million a year earlier. Noninterest income in both periods of 2023 was highlighted by growth in service charges, fees and commissions, which includes income from debit card activity and corporate treasury services, and wealth management fees contributed by PWW’s investment management activity.  The increase was offset in part by a decrease in gains on sale of loans.

Noninterest expense in the second quarter of 2023 was $7.88 million compared with $7.59 a year earlier. The first half of 2023 noninterest expense was $15.95 million compared with $15.24 million in the first half of 2022. Both 2023 periods reflected increases in professional and outside expenses (specifically data processing fees).    The receipt in April 2023 of  $287,000 in insurance proceeds related to a fraud loss in the fourth quarter of 2022 reduced our noninterest expense for both periods in 2023.  In addition, the increase for the second quarter was mitigated by a decrease in salaries and employee benefits.

The Company continued to demonstrate positive productivity trends, with return on average equity (ROAE) improving to 19.65% in the second quarter of 2023 compared with 12.68% in the second quarter of 2022, while return on average assets (ROAA) was 1.08%, compared with 0.89% a year earlier. ROAE and ROAA in the first half of 2023 demonstrated similar improvement from a year earlier. The efficiency ratio improved in both periods of 2023 compared with the 2022 periods.

Balance Sheet: Liquidity, Asset Quality

Total assets were $950.90 million at June 30, 2023 compared with $928.57 million at December 31, 2022.

Loans, net of allowance for credit losses, were $610.42 million at June 30, 2023 compared with $605.37 million at December 31, 2022. Net  loans decreased approximately $8 million from net loans at March 31, 2023, primarily reflecting commercial loan declines partially offset by retained residential mortgage growth. 

Commercial real estate loans (owner occupied and non-owner occupied and excluding construction loans) were approximately $312.30 million at June 30, 2023 compared with $341.89 million at December 31, 2022. Commercial loans (primarily C&I loans) were $69.90 million at June 30, 2023 compared with $95.90 million at December 31, 2022. Commercial construction and residential construction loan portfolios grew slightly in the first half of 2023.

Michael A. Syrek, President of the Bank, commented: “The asset quality and diversity of the commercial loan portfolio continues to reflect a variety of clients and business and economic sectors. Maintaining high standards for credit quality and risk management is of utmost importance, with a strong focus on full-service banking relationships with clients.

“Emphasizing our integrated approach to commercial banking, which includes depository options and a wide range of electronic treasury and cash management services to support customers’ financial activities, has broadened customer relationships. Our sophisticated capabilities and our bankers’ expertise and commitment to service allow us to meet the banking requirements of larger corporate customers, which is an exciting development.”

Asset quality has remained strong and stable, with a ratio of nonperforming loans to total loans of 0.07% at June 30, 2023. The allowance for credit losses on loans to total loans was 1.23% at June 30, 2023 compared with 1.22% at December 31,  2022. The Bank adopted the current expected credit loss (CECL) model for calculating its allowance for credit losses on January 1, 2023.

Total nonperforming loans were $415,000 at June 30, 2023, down 34% from $633,000 at December 31, 2022. Total nonperforming assets were relatively stable at $915,000 at June 30, 2023 compared with $1.20 million at December 31, 2022.

Total deposits at June 30, 2023 were $867.09 million compared with $848.14 million at December 31, 2022. Total deposits reflected the judicious addition of time deposits,  partially offset by a modest decline in core deposits (noninterest-bearing demand, NOW, savings and money market accounts). Lower-cost core deposits represented 78% of total deposits.

Maintaining strong liquidity continues to be a focus, with the addition of cash and cash equivalents in the second quarter of 2023 and the continuance of off-balance sheet options.

The Company grew measures of shareholder value. Some of these, including book value per share and stockholders’ equity, continue to be negatively impacted by market value changes in our available-for-sale securities portfolio, reflecting the impact of higher interest rates. These mark-to-market losses are excluded when calculating the Bank’s regulatory capital.  The available-for-sale securities portfolio is composed primarily of securities with implicit government guarantees, including U.S. Treasuries and U.S. agency obligations, and other highly-rated debt instruments.  Consequently, management does not believe that the impairment is other than temporary.  The Company does not expect to realize the unrealized losses as it has the intent and ability to hold the securities until their recovery, which may be at maturity. The duration of the Company’s overall securities portfolio is approximately 6 years.

Total retained earnings were $33.22 million at June 30, 2023, up from $31.03 million at December 31, 2022.  Total stockholders’ equity rose to $52.73 million at June 30, 2023 compared with $50.23 million at December 31, 2022.  Book value per share increased to $11.61 at June 30, 2023 from $10.85 at December 31, 2022. The Company continued its practice of paying a quarterly cash dividend to shareholders. As previously noted, the Company’s now-completed stock repurchase programs have contributed to earnings and generated shareholder value.

About the Company

Bank of the James, a wholly-owned subsidiary of Bank of the James Financial Group, Inc. opened for business in July 1999 and is headquartered in Lynchburg, Virginia. The Bank currently services customers in Virginia from offices located in Altavista, Amherst, Appomattox, Bedford, Blacksburg, Charlottesville, Forest, Harrisonburg, Lexington, Lynchburg, Madison Heights, Roanoke, Rustburg, and Wytheville. The Bank offers full investment and insurance services through its BOTJ Investment Services division and BOTJ Insurance, Inc. subsidiary. The Bank provides mortgage loan origination through Bank of the James Mortgage, a division of Bank of the James. The Company provides investment advisory services through its wholly-owned subsidiary, Pettyjohn, Wood & White, Inc., an SEC-registered investment advisor. Bank of the James Financial Group, Inc. common stock is listed under the symbol “BOTJ” on the NASDAQ Stock Market, LLC. Additional information on the Company is available at www.bankofthejames.bank.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “plan” and similar expressions and variations thereof identify certain of such forward-looking statements which speak only as of the dates on which they were made. Bank of the James Financial Group, Inc. (the “Company”) undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Such factors include, but are not limited to, competition, general economic conditions, potential changes in interest rates,  changes in the value of real estate securing loans made by the Bank as well as the potential for the resurgence of COVID-19 and geopolitical conditions. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the Company’s filings with the Securities and Exchange Commission. 

CONTACT: J. Todd Scruggs, Executive Vice President and Chief Financial Officer (434) 846-2000.

tscruggs@bankofthejames.com 



CONSOLIDATED FINANCIAL INFORMATION FOLLOWS



Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Balance Sheets

(dollar amounts in thousands, except per share amounts)

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Income

(dollar amounts in thousands, except per share amounts)

(unaudited)



Bank of the James Financial Group, Inc. and Subsidiaries

(dollar amounts in thousands, except per share amounts)

(unaudited)