CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS



This report contains statements that constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995. Statements made in this document and
in any documents that are incorporated by reference which are not purely
historical are forward-looking statements, including any statements regarding
descriptions of management's plans, objectives, or goals for future operations,
products or services, and forecasts of its revenues, earnings, or other measures
of performance. Forward-looking statements are based on current management
expectations and, by their nature, are subject to risks and uncertainties. These
statements generally may be identified by the use of words such as "believe,"
"expect," "anticipate," "plan," "estimate," "should," "will," "intend," or
similar expressions. Shareholders should note that many factors, some of which
are discussed elsewhere in this document, could affect the future financial
results of Financial and could cause those results to differ materially from
those expressed in forward-looking statements contained in this document. These
factors, many of which are beyond Financial's control, include, but are not
necessarily limited to the following:

?the effects of a potential COVID-19 resurgence on the business, customers,
employees and third-party service providers of Financial or any of its
acquisition targets;
?operating, legal and regulatory risks, including the effects of legislative or
regulatory developments affecting the financial industry generally or Financial
specifically;
?government legislation and policies (including the impact of the Dodd-Frank
Wall Street Reform and the Consumer Protection Act and its related regulations),
including changes to address the impact of COVID-19;
?economic, market, political and competitive forces affecting Financial's
banking and other businesses;
?competition for our customers from other providers of financial services;
government legislation and regulation relating to the banking industry (which
changes from time to time and over which we have no control) including but not
limited to the Dodd-Frank Wall Street Reform and Consumer Protection Act;
?changes in interest rates, monetary policy and general economic conditions,
which may impact Financial's net interest income;
?changes in the value of real estate securing loans made by the Bank;
?diversion of management time on pandemic-related issues;
?adoption of new accounting standards or changes in existing standards;
?changes to statutes, regulations, or regulatory policies or practices resulting
from the COVID-19 pandemic;
?compliance or operational risks related to new products, services, ventures, or
lines of business, if any, that Financial may pursue or implement;
?a potential resurgence of economic and political tensions with China, the
ongoing war between Russia and Ukraine and potential expansion of combatants,
and the sanctions imposed on Russia by numerous countries and private companies,
all of which may have a destabilizing effect on financial markets and economic
activity; and
?the risk that Financial's analysis of these risks and forces could be incorrect
and/or that the strategies developed to address them could be unsuccessful.
Other risks, uncertainties and factors could cause our actual results to differ
materially from those projected in any forward-looking statements we make.

These factors should be considered in evaluating the forward-looking statements,
and you should not place undue reliance on such statements. Financial
specifically disclaims any obligation to update factors or to publicly announce
the results of revisions to any of the forward-looking statements or comments
included herein to reflect future events or developments. This discussion and
analysis should be read in conjunction with the description of our "Risk
Factors" in Item 1A of the most recently filed Form 10-K.

                                    GENERAL

Critical Accounting Policies

Bank of the James Financial Group, Inc.'s ("Financial") financial statements are
prepared in accordance with accounting principles generally accepted in the
United States (GAAP). The financial information contained within our statements
is, to a significant extent, based on measures of the financial effects of
transactions and events that have already occurred. A variety of factors could
affect the ultimate value that is obtained either when earning income,
recognizing an expense, recovering an asset or relieving a liability. We use
historical loss ratios as one factor in determining the inherent loss that may
be present in our loan portfolio. Actual

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losses could differ significantly from the historical factors that we use in
estimating risk. In addition, GAAP itself may change from one previously
acceptable method to another method. Although the economics of our transactions
would be the same, the timing of events that would impact our transactions could
change.

Financial's critical accounting policies include the evaluation of the allowance
for loan losses which is based on management's estimate of an amount that is
adequate to absorb probable losses inherent in the loan portfolio of the Bank.
The allowance for loan losses is established through a provision for loan loss
based on available information including the composition of the loan portfolio,
historical loan losses, specific impaired loans, availability and quality of
collateral, age of the various portfolios, changes in local economic conditions,
and loan performance and quality of the portfolio. Different assumptions used in
evaluating the adequacy of the Bank's allowance for loan losses could result in
material changes in Financial's financial condition and results of operations.

The allowance is based on two basic principles of accounting: (i) ASC 450
"Contingencies", which requires that losses be accrued when they are probable of
occurring and are reasonably estimable and (ii) ASC 310 "Receivables", which
requires that losses on impaired loans be accrued based on the differences
between the value of collateral, present value of future cash flows or values
that are observable in the secondary market and the loan balance. Guidelines for
determining allowances for loan losses are also provided in the SEC Staff
Accounting Bulletin No. 102 - "Selected Loan Loss Allowance Methodology and
Documentation Issues" and the Federal Financial Institutions Examination
Council's interagency guidance, "Interagency Policy Statement on the Allowance
for Loan and Lease Losses" (the "FFIEC Policy Statement").

The Bank's policy with respect to the methodology for determining the allowance
for loan losses involves a higher degree of complexity and requires management
to make subjective judgments that often require assumptions or estimates about
uncertain matters. This critical policy and its assumptions are periodically
reviewed with the Board of Directors.

See "Management Discussion and Analysis Results of Operations - Allowance and
Provision for Loan Losses" below for further discussion of the allowance for
loan losses.

Financial also considers valuation of other real estate owned (OREO) a critical
accounting policy. OREO consists of properties acquired through foreclosure or
deed in lieu of foreclosure. These properties are carried at fair value less
estimated costs to sell at the date of foreclosure. Losses from the acquisition
of property in full or partial satisfaction of loans are charged against the
allowance for loan losses. Subsequent write-downs, if any, are charged against
expense. Gains and losses on the sales of foreclosed properties are included in
determining net income in the year of the sale. Operating costs after
acquisition are expensed.

Goodwill arises from business combinations and is generally determined as the
excess of fair value of the consideration transferred, plus the fair value of
any noncontrolling interests in the acquired entity, over the fair value of the
nets assets acquired and liabilities assumed as of the acquisition date.
Goodwill and intangible assets acquired in a purchase business combination and
determined to have an indefinite useful life are not amortized, but tested for
impairment at least annually or more frequently in events and circumstances
exists that indicate that a goodwill impairment test should be performed. The
initial goodwill impairment test will occur in 2022 as goodwill was the result
of a transaction on December 31, 2021. The Company has selected September 1 of
each year as the date to perform the annual impairment test. Intangible assets
with definite useful lives are amortized over their estimated useful lives to
their estimated residual values. Goodwill is the only intangible asset with an
indefinite life on our consolidated balance sheet.

Overview



Financial is a bank holding company headquartered in Lynchburg, Virginia. Our
primary business is retail banking which we conduct through our wholly-owned
subsidiary, Bank of the James (which we refer to as the "Bank"). We conduct four
other business activities: mortgage banking through the Bank's Mortgage Division
(which we refer to as "Mortgage"), investment services through the Bank's
Investment division (which we refer to as "Investment Division"), insurance
activities through BOTJ Insurance, Inc., a subsidiary of the Bank, (which we
refer to as "Insurance business"), and as of December 31, 2021, investment
advisory services through the Company's wholly-owned subsidiary, Pettyjohn, Wood
& White, Inc., which we refer to as "PWW."

The Bank is a Virginia banking corporation headquartered in Lynchburg, Virginia.
The Bank was incorporated under the laws of the Commonwealth of Virginia as a
state-chartered bank in 1998 and began banking operations in July 1999. The Bank
was organized to engage in general retail and commercial banking business. The
Bank is a community-oriented financial institution that provides varied banking
services to individuals, small and medium-sized businesses, and professional
concerns. Historically, our primary market area has been the Central Virginia,
Region 2000 area, which encompasses the seven jurisdictions of the Town of
Altavista, Amherst County, Appomattox County, the Town of Bedford, Bedford
County, Campbell County, and the City of Lynchburg. Recently the Bank has begun
to expand to other areas in Virginia, specifically Roanoke, Charlottesville,
Harrisonburg, Blacksburg, Lexington and Rustburg. The Bank strives to provide
its customers with products comparable to statewide regional banks

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located in its market area, while maintaining the prompt response time and level
of service of a community bank. Management believes this operating strategy has
particular appeal in the Bank's market areas.

We conduct our investment advisory business through PWW, which Financial
acquired on December 31, 2021. PWW is a Lynchburg, Virginia-based investment
advisory firm that had approximately $650 million in assets under management and
advisement at the time of the acquisition. PWW operates as a subsidiary of
Financial. PWW generates revenue primarily through investment advisory fees.

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



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

The Bank intends to enhance its profitability by increasing its market share in our service areas, providing additional services to its customers, and controlling costs.

The Bank services its banking customers through the following locations in Virginia:

Full-Service Branches



?The main office located at 828 Main Street in Lynchburg (the "Main Street
Office"),
?A branch located at 5204 Fort Avenue in Lynchburg (the "Fort Avenue Branch"),
?A branch located at 4935 Boonsboro Road, Suites C and D in Lynchburg (the
"Boonsboro Branch"),
?A branch located at 4105 Boonsboro Road in Lynchburg (the "Peakland Branch"),
?A branch located at 4698 South Amherst Highway in Amherst County (the "Madison
Heights Branch"),
?A branch located at 17000 Forest Road in Forest (the "Forest Branch"),
?A branch located at 164 South Main Street, Amherst, Virginia (the "Amherst
Branch"),
?A branch located at 1405 Ole Dominion Boulevard in the Town of Bedford,
Virginia, located off of Independence Boulevard (the "Bedford Branch"),
?A branch located at 1110 Main Street, Altavista, Virginia (the "Altavista
Branch"),
?A branch located at 1391 South High Street, Harrisonburg, VA (the "Harrisonburg
Branch"),
?A branch located at 1745 Confederate Blvd, Appomattox, VA (the "Appomattox
Branch"),
?A branch located at 225 Merchant Walk Avenue, Charlottesville, VA (the "5th
Street Station Branch"),
?A branch located at 3562 Electric Road, Roanoke, VA (the "Roanoke Branch"),
?A branch located at 45 South Main St., Lexington, VA (the "Lexington Branch"),
?A branch located at 550 Water St., Charlottesville, VA (the "Water Street
Branch"),
?A branch located at 2101 Electric Rd, Roanoke, VA (the "Oak Grove Branch"), and
?A branch located at 13 Village Highway, Rustburg, VA (the "Rustburg Branch").

Limited Service Branches

?Westminster-Canterbury facilities located at 501 VES Road, Lynchburg, Virginia, and

?Westminster-Canterbury facilities located at 250 Pantops Mountain Road, Charlottesville, Virginia.

Loan Production Offices

?Residential mortgage loan production office located at the Forest Branch,

?Residential mortgage loan production office located at 570 West Main St., Wytheville, Virginia

?Residential mortgage loan production office located at 2001 South Main Street, Blacksburg, Virginia, and

?Commercial, consumer and residential mortgage loan production office located at the Water Street Branch.



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The Investment division and the Insurance business operate primarily out of offices located at the Main Street Office. PWW operates our investment advisory business primarily from its offices at 1925 Atherholt Road in Lynchburg.

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



Subject to regulatory approval, the Bank may open additional branches during the
next two fiscal years. Although numerous factors could influence the Bank's
expansion plans, the following discussion provides a general overview of the
additional branch locations that the Bank currently is considering, including
the following properties that we own and are holding for expansion:

?Real property located in the Timberlake Road area of Campbell County
(Lynchburg), Virginia. The Timberlake property is not suitable for its intended
use as a branch bank. Management anticipates that it will be necessary to raze
the current structures and replace it with appropriate new construction. The
Bank estimates that the cost of improvements, furniture, fixtures, and equipment
necessary to upfit and construct a branch at this location could be between
$900,000 and $1,500,000.
?Real property located at 1925 Atherholt Road, Lynchburg, Virginia. On December
31, 2021, the Bank purchased real property located at 1925 Atherholt Road,
Lynchburg, Virginia. The building currently serves as the offices for
Financial's wholly-owned subsidiary, PWW. PWW is currently leasing the space
from the Bank on a month-to-month basis. While the Bank currently does not have
a timeline for a branch at this location, the space is attractive for a branch
due to its close proximity to Centra's Lynchburg General Hospital. The
investment needed to upfit the property will be minimal.

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

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


                         OFF-BALANCE SHEET ARRANGEMENTS

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

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

                              September 30, 2022
                                (in thousands)
Commitments to extend credit $            201,235
Letters of Credit                           3,575
Total                        $            204,810


Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Because many
of the commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. The
amount of collateral obtained, if deemed necessary by the Bank upon extension of
credit, is based on the Bank's credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on the Bank's credit evaluation of the customer.


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The Bank has rate lock commitments to originate mortgage loans through its Mortgage Division. The Bank has entered into corresponding commitments with third party investors to sell each of these loans that close. No other obligation exists. As a result of these contractual relationships with these investors, the Bank is not exposed to losses nor will it ultimately realize gains related to its rate lock commitments due to changes in interest rates.


            SUMMARY OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion represents management's discussion and analysis of the
financial condition of Financial as of September 30, 2022 and December 31, 2021
and the results of operations of Financial for the three and nine month periods
ended September 30, 2022 and 2021. This discussion should be read in conjunction
with the financial statements included elsewhere herein.

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


                          Financial Condition Summary

              September 30, 2022 as Compared to December 31, 2021

Total assets were $962,570,000 on September 30, 2022 compared with $987,634,000
at December 31, 2021, a decrease of 2.54%. The decrease in total assets was
primarily due to a decrease in cash and cash equivalents. This decrease in cash
and cash equivalents was due primarily to i) a decrease in Federal funds sold;
ii) the use of cash to fund loan growth; and iii) the use of cash to purchase
securities available-for-sale to take advantage of the increase in interest
rates. The resulting increase in securities available-for-sale was offset by an
increase in the unrealized loss (mark to market) on the majority of the
securities in the available-for-sale portfolio.

Total deposits decreased from $887,056,000 as of December 31, 2021 to $883,069,000 on September 30, 2022, a decrease of 0.45%. The decrease resulted in large part from decreases in the following deposit categories: noninterest-bearing demand deposits and time deposits.



Total loans, excluding loans held for sale, increased to $620,511,000 on
September 30, 2022 from $583,384,000 on December 31, 2021, resulting from an
increase in commercial real estate loans (owner occupied and non-owner
occupied and excluding construction loans). Growth was partially offset by the
continued payoff of PPP loans, the payoff of two substandard loans, and normal
amortization. Loans, excluding loans held for sale and net of deferred fees and
costs and the allowance for loan losses, increased to $614,117,000 on September
30, 2022 from $576,469,000 on December 31, 2021, an increase of 6.53%. The
following summarizes the position of the Bank's loan portfolio as of the dates
indicated by dollar amount and percentages (dollar amounts in thousands):

                              September 30, 2022                December 31, 2021
                          Amount         Percentage (%)      Amount     Percentage (%)
Commercial             $    101,225                16.31  $    105,067            18.01
Commercial Real Estate      357,304                57.58       338,149            57.97
Consumer                     98,507                15.88        89,102            15.27
Residential                  63,475                10.23        51,066             8.75
Total loans            $    620,511               100.00  $    583,384           100.00


Total nonperforming assets, which consist of non-accrual loans, loans past due
90 days or more and still accruing, and OREO decreased to $1,354,000 on
September 30, 2022 from $1,715,000 on December 31, 2021. OREO decreased to
$566,000 on September 30, 2022 from $761,000 on December 31, 2021. The Bank
accepted a contract for the purchase of one of its OREO properties and wrote
down the value of that property to the contract price, resulting in the OREO
decrease. Non-performing loans decreased from $954,000 at December 31, 2021 to
$788,000 at September 30, 2022.

As discussed in more detail below under "Results of Operations-Allowance and
Provision for Loan Losses," management has provided for the anticipated losses
on these loans in the allowance for loan losses. Loan payments received on
non-accrual loans are first applied to principal. When a loan is placed on
non-accrual status there are several negative implications. First, all interest
accrued but unpaid at the time of the classification is reversed and deducted
from the interest income totals for the Bank. Second, accruals of interest are
discontinued until it becomes certain that both principal and interest can be
repaid. Third, there may be actual losses that necessitate additional provisions
for loan losses charged against earnings.

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Due to changes in economic conditions following the COVID-19 pandemic, including
labor shortages, supply chain disruptions, inflation and the rising interest
rate environment, we anticipate that our commercial, commercial real estate,
residential and consumer borrowers may encounter economic difficulties, which
could lead to increases in our levels of nonperforming assets, impaired loans
and troubled debt restructurings. Any potential financial impacts are unknown at
this time.

OREO represents real property acquired by the Bank for debts previously
contracted, including through foreclosure or deeds in lieu of foreclosure. On
December 31, 2021, the Bank was carrying two OREO properties on its books at a
value of $761,000. While the Bank neither acquired nor disposed of any OREO
property during the nine months ended September 30, 2022, the Bank accepted a
contract to sell one OREO property. The contract is subject to a study period
and other customary contingencies. Because the contract price was below the
amount at which the Bank was carrying the property, the Bank wrote down the
value of the property, resulting in a book value of $566,000 for its two OREO
properties on September 30, 2022. The remaining OREO property is available for
sale and is being actively marketed.

The Bank had loans in the amount of $431,000 at September 30, 2022 classified as
performing TDRs as compared to $372,000 at December 31, 2021. None of these TDRs
were included in non-accrual loans. These loans have had their original terms
modified to facilitate payment by the borrower. The loans have been classified
as TDRs primarily because either the loan was modified to provide for interest
only payments for a limited duration or to extend the maturity date.

At the beginning of the COVID-19 pandemic, we developed relief programs to
assist borrowers in financial need. Accordingly, we offered short-term
modifications made in response to COVID-19 to certain borrowers who were current
and otherwise not past due. These included short-term, 180 days or less,
modifications in the form of payment deferrals, fee waivers, extensions of
repayment terms, deferral of principal only (interest only payments), or other
delays in payment that were insignificant. The Bank modified a total of 191
loans. The principal balances of these loans on September 30, 2022 (adjusted for
payoffs) totaled approximately $76 million. As of September 30, 2022 and
December 31, 2021, none of the 191 previously modified loans remained in
deferment and all such previously deferred loans are current.

Cash and cash equivalents decreased to $81,020,000 on September 30, 2022 from
$183,153,000 on December 31, 2021. Cash and cash equivalents consist of cash due
from correspondents, cash in vault, and overnight investments (including federal
funds sold). This decrease was due primarily to i) a decrease in federal funds
sold; ii) the use of cash to fund loan growth; and iii) the use of cash to
purchase securities available-for-sale to take advantage of the increase in
interest rates. In addition, cash and cash equivalents are subject to routine
fluctuations in deposits, including fluctuations in transactional accounts and
professional settlement accounts.

Securities held-to-maturity were essentially flat, decreasing slightly to $3,643,000 on September 30, 2022 from $3,655,000 on December 31, 2021. This decrease is a result of normal amortization of premiums within the held-to-maturity portfolio.



Securities available-for-sale, which are carried on the balance sheet at fair
market value, increased to $191,131,000 on September 30, 2022, from $161,267,000
on December 31, 2021. During the nine months ended September 30, 2022, the Bank
purchased $71,580,000 in available-for-sale securities, which was responsible
for the increase in securities available-for sale. During the nine months ended
September 30, 2022 the Bank did not sell any securities available-for-sale and
received $8,861,000 in proceeds from calls, maturities, and paydowns of
securities available-for-sale, which partially offset the increase. The increase
was offset in part by an increase in the unrealized loss on securities available
for sale of approximately $32,530,000 from December 31, 2021 to September 30,
2022. This decrease is attributable to changes in market rates of interest
rather than the credit worthiness of the issuers. Financial does not expect to
realize the losses as it has the intent and ability to hold the securities until
their recovery, which may be at maturity.

Financial's investment in Federal Home Loan Bank of Atlanta (FHLBA) stock
totaled $489,000 at September 30, 2022 and $426,000 at December 31, 2021, an
increase of $63,000. FHLBA stock is generally viewed as a long-term investment
and because there is no market for the stock other than other Federal Home Loan
Banks or member institutions, FHLBA stock is viewed as a restricted security.
Therefore, when evaluating FHLBA stock for impairment, its value is based on the
ultimate recoverability of the par value rather than by recognizing temporary
declines in value.

Liquidity and Capital

At September 30, 2022, Financial, on a consolidated basis, had liquid assets of
$272,151,000 in the form of cash, interest-bearing and noninterest-bearing
deposits with banks, and available-for-sale investments. Of this amount,
approximately $33,779,000 (representing current market value) of the
available-for-sale securities are pledged as collateral with $28,525,000 pledged
as security for public deposits, and $5,254,000 pledged as security on a line of
credit the Bank may draw on from time to time to meet liquidity needs. This line
of credit currently has a zero balance. Management believes that liquid assets
were adequate at September 30, 2022. Management anticipates that additional
liquidity will be provided by the growth in deposit accounts and loan repayments
at the Bank.

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In addition, if additional liquidity is needed, the Bank has the ability to
purchase federal funds on the open market, borrow from the FHLBA using loans or
investments within the Bank's portfolio as collateral, and to borrow from the
Federal Reserve Bank's discount window.

The aftermath of the COVID-19 pandemic could have a material negative impact on
Financial's short-term or long-term liquidity. For example, if customers
unexpectedly draw down on existing lines of credit, our liquidity could be
impacted. While we have not experienced any unusual pressure on our deposit
balances or our liquidity position as a result of the COVID-19 pandemic,
management is closely monitoring our sources and uses of funds in order to meet
our cash flow requirements while maximizing profits.

At September 30, 2022, the Bank had a leverage ratio of approximately 8.57%, a
Tier 1 risk-based capital ratio and a CET1 ratio of approximately 10.81% and a
total risk-based capital ratio of approximately 11.66%. As of September 30, 2022
and December 31, 2021, the Bank's regulatory capital levels exceeded those
established for well-capitalized institutions. The following table sets forth
the minimum capital requirements and the Bank's capital position as of September
30, 2022 and December 31, 2021:

Bank Level Only Capital Ratios

Analysis of Capital for Bank of the James (Bank only)


                   (dollars in thousands)

                               September 30,    December 31,
Analysis of Capital                2022             2021

Tier 1 capital
Common Stock                   $       3,742    $      3,742
Surplus                               22,325          22,325
Retained earnings                     55,937          52,821
Total Tier 1 capital           $      82,004    $     78,888

Common Equity Tier 1 Capital
(CET1)                         $      82,004    $     78,888

Tier 2 capital
Allowance for loan losses      $       6,394    $      6,915

Total Tier 2 capital:          $       6,394    $      6,915
Total risk-based capital       $      88,398    $     85,803

Risk weighted assets           $     758,295    $    693,400
Average total assets           $     956,978    $    959,794

                                          Actual                    Regulatory Benchmarks
                                                                 For Capital      For Well
                               September 30,    December 31,       Adequacy      Capitalized
                                   2022             2021         Purposes (1)     Purposes
Capital Ratios:
Tier 1 capital to average
total assets                           8.57%           8.22%           4.000%         5.000%
Common Equity Tier 1 capital          10.81%          11.38%           7.000%         6.500%
Tier 1 risk-based capital
ratio                                 10.81%          11.38%          

8.500% 8.000% Total risk-based capital ratio 11.66% 12.37% 10.500% 10.000%

(1)Includes the capital conservation buffer of 2.50% for all ratios, excluding the Tier 1 capital to average total assets ratio.



The above tables set forth the capital position and analysis for the Bank only.
Because total assets on a consolidated basis are less than $3,000,000,000,
Financial is not subject to the consolidated capital requirements imposed by the
Bank Holding Company Act. Consequently, Financial does not calculate its
financial ratios on a consolidated basis. If calculated, the capital ratios for
the Company on a consolidated basis at September 30, 2022 would be slightly
lower than those of the Bank because a portion of proceeds from the sale of
notes previously issued by the holding company were contributed to the Bank as
equity.

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In July 2013, the Federal Reserve Board approved a final rule establishing a
regulatory capital framework for smaller, less complex financial institutions.
The rule was fully implemented on January 1, 2019 and implemented a capital
conservation buffer of 2.5%. As a result, the Bank is required to have a minimum
ratio of Tier 1 capital to average total assets of 4.00% (exclusive of the
capital conservation buffer), a minimum ratio of common equity Tier 1 capital to
risk-weighted assets of 7.0% (inclusive of the capital conservation buffer), and
a Tier 1 risk-based capital ratio of 8.5% (inclusive of the capital conservation
buffer). Failure to maintain the capital conservation buffer will limit the
ability of the Bank and Financial to pay dividends, repurchase shares or pay
discretionary bonuses. The rule also raised the minimum ratio of Tier 1 capital
to risk-weighted assets from 4% to 6% and includes a minimum leverage ratio of
4% for all banking organizations.

On September 17, 2019 the Federal Deposit Insurance Corporation finalized a rule
that introduced an optional simplified measure of capital adequacy for
qualifying community banking organizations (i.e., the community bank leverage
ratio (CBLR) framework), as required by the Economic Growth, Regulatory Relief
and Consumer Protection Act. The CBLR framework is designed to reduce burden by
removing the requirements for calculating and reporting risk-based capital
ratios for qualifying community banking organizations that opt into the
framework.

                             Results of Operations

Comparison of the Three and Nine Months Ended September 30, 2022 and 2021

Earnings Summary



Financial had net income including all operating segments of $2,574,000 and
$7,005,000 for the three and nine months ended September 30, 2022, compared to
$1,881,000 and $5,730,000 for the comparable periods in 2021. Basic and diluted
earnings per common share for the three and nine months ended September 30, 2022
were $0.55 and $1.48, compared to basic and diluted earnings per share of $0.40
and $1.21 for the three and nine months ended September 30, 2021.

The increase in net income for the three months ended September 30, 2022, as
compared to the prior year period was due primarily to i) a recovery of loan
losses of loan losses of $300,000 during the quarter as compared to no recovery
in the same period in 2021; ii) an increase in net interest income for the three
months ended September 30, 2022 from the same period in 2021 of $1,078,000, and
iii) an increase in noninterest income of $1,032,000 for the three months ended
September 30, 2022 from the same period in 2021. The increase in net income was
partially offset by a decrease in gains on loans held for sale as a well an
increase in noninterest expense.

The increase in net income for the nine months ended September 30, 2022, as
compared to the prior year period was due primarily to i) a recovery of loan
losses of $900,000 during the first nine months as compared to no recovery in
the same period in 2021; ii) an increase in net interest income for the nine
months ended September 30, 2022 from the same period in 2021 of $1,134,000, and
iii) an increase in noninterest income of $2,214,000 for the nine months ended
September 30, 2022 from the same period in 2021. The increase in net income was
partially offset by a decrease in gains on loans held for sale as a well an
increase in noninterest expense.

These operating results represent an annualized return on average stockholders'
equity of 19.47% and 15.45% for the three and nine months ended September 30,
2022, compared with 11.03% and 11.58% for the three and nine months ended
September 30, 2021. This increase for the three and nine months ended September
30, 2022 was due to an increase in our net income and a decrease in
stockholders' equity as a result of a decrease in the value of
available-for-sale securities resulting from an application of the
mark-to-market accounting rules. The Company had an annualized return on average
assets of 1.05% and 0.95% for the three and nine months ended September 30, 2022
compared with 0.80% and 0.85% for the same periods in 2021. The increase for the
three and nine months ended September 30, 2022 largely resulted from an increase
in the Bank's net income and a decrease in average assets, which was caused in
part by a decrease in the value of the securities available-for-sale as
discussed above.

See "Noninterest Income" below for mortgage business and wealth management segment discussions.

Interest Income, Interest Expense, and Net Interest Income



For the three months ended September 30, 2022, interest income increased to
$8,399,000 from $7,315,000 for the same period in 2021, due primarily to an
increase in interest earning assets. In the comparable period of 2021, the yield
on loans was elevated due to the accretion of PPP fees as PPP loans were
forgiven. The average rate received on loans was 4.37% and 4.18% for the three
and nine months ended September 30, 2022 as compared to 4.38% and 4.40% for the
same periods in 2021. The rate on total average earning assets increased during
the three months ended September 30, 2022 because of a general increase in
market rates. Despite this increase in market interest rates, the rate on total
average earning assets decreased for the nine months ended September 30, 2022 as
compared to the nine months ended September 30, 2021 because of a decrease in
loan fee accretion. The decrease in loan

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fees was primarily due to the winding up of the PPP program. The average rate
received on average earning assets was 3.64% and 3.31% for the three and nine
months ended September 30, 2022 as compared to 3.34% and 3.46% % for the same
periods in 2021. The rate on total average earning assets decreased for the nine
months ended September 30, 2022 as compared to the nine months ended September
30, 2021 primarily because the decrease in fees earned from the forgiveness of
PPP loans previously discussed.

Interest expense increased slightly to $499,000 for the three months ended
September 30, 2022 from $493,000 for the three months end September 30, 2021 and
decreased to $1,498,000 for the nine months ended September 30, 2022 from
$1,634,000 for the comparable period in 2021. The decrease for the nine months
resulted primarily from a decrease in interest rates paid on deposits during the
first nine months of the year. The increase in interest rates during the second
quarter is reflected in the increased expense for the third quarter of 2022. The
Bank's average rate paid on interest bearing deposits was 0.15% and 0.16% during
the three and nine months ended September 30, 2022 as compared to 0.22% and
0.27% for the same periods in 2021.

The fundamental source of the Bank's net revenue is net interest income, which
is determined by the difference between (i) interest and dividend income on
interest earning assets, which consist primarily of loans, investment securities
and other investments, and (ii) interest expense on interest-bearing
liabilities, which consist principally of deposits and other borrowings. Net
interest income for the three and nine months ended September 30, 2022 was
$7,900,000 and $21,414,000 as compared to $6,822,000 and $20,280,000 for the
same periods in 2021. The net interest margin was 3.42% and 3.09% for the three
and nine months ended September 30, 2022 as compared to 3.11% and 3.20% for the
same periods in 2021. The increase in the net interest margin for the
three-month period was primarily due to the rates on interest earning assets
repricing more rapidly than the rates on interest bearing liabilities. The
decrease for the nine month period was primarily attributable to the decrease in
loan fees related to the PPP program in 2022 as compared to 2021. Due to rising
inflation, economic uncertainties have arisen that are likely to impact net
interest margin. The FOMC has implemented a series of interest rate increases
that are likely to positively impact our net interest margin in the near term,
but may cause long-term uncertainty. Other financial impacts could occur, though
such potential impacts are unknown at this time.

Financial's net interest margin analysis and average balance sheets are shown in Schedule I below.



Noninterest Income

Noninterest income is comprised primarily of fees and charges on transactional
deposit accounts, gains on sales of mortgage loans held for sale, commissions on
sales of investments, fees generated from treasury management services, fees
generated from our investment advisory business, and bank-owned life insurance
income.

Noninterest income increased to $3,854,000 and $10,519,000 for the three and
nine months ended September 30, 2022 from $2,822,000 and $8,305,000 for the same
periods in 2021. This increase was primarily related to increases in service
charges, fees, and commissions and fees generated from the wealth management
services of PWW and was offset by decreases in gains on sales of loans held for
sale to $1,472,000 and $4,675,000 during the three and nine months ended
September 2022 from $2,091,0000 and $6,175,000 for the same periods in 2021. Fee
income from PWW was $959,000 and $2,935,000 for the three and nine months ended
September 30, 2022 as compared to $0 and $0 for the same periods in 2021. In
addition, growth in fee income in the third quarter of 2022
reflected increased interchange income earned on card activity and overdraft
fees.

The Bank, through its Mortgage division, originates both conforming and
non-conforming consumer residential mortgage loans in the markets we serve. As
part of the Bank's overall risk management strategy, all of the loans originated
and closed by the Mortgage division are presold to major national mortgage
banking or financial institutions. The Mortgage division assumes, except in
limited circumstances such as first payment default, no credit or interest rate
risk on these mortgages.

Purchase mortgage originations totaled $41,436,000 and $128,840,000 or 81.37%
and 74.16%, respectively, of the total mortgage loans originated in the three
and nine months ended September 30, 2022 as compared to $54,645,000 and
$139,599,000 or 62.73% and 56.39% of the total mortgage loans originated in the
same periods in 2021. Because of a rising mortgage interest rate environment,
management anticipates that in the short-term purchase mortgage originations
will continue to represent a majority of mortgage originations. However,
management also believes that a continued increase in long term market interest
rates could limit refinancing activity.

Mortgage rates increased dramatically in the first nine months of 2022 and these
increases are having a negative impact on mortgage origination volume. Because
of uncertainty surrounding current and near-term economic conditions arising
from the COVID-19 pandemic, supply chain issues, inflation, and geopolitical
concerns, management cannot predict future mortgage rates. Nevertheless,
management expects that the Mortgage division's reputation in Region 2000,
steady residential real estate inventory and the recent hiring of additional
mortgage loan originators in Roanoke, Harrisonburg, Charlottesville, Blacksburg,
and most recently,

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Wytheville, will result in strong mortgage originations through the remainder of
2022. Management also believes that the rising interest rates could put revenue
from the mortgage segment under additional pressure.

Our Investment division provides brokerage services through an agreement with a
third-party broker-dealer. Pursuant to this arrangement, the third-party
broker-dealer operates a service center adjacent to one of the branches of the
Bank. The center is staffed by two dual employees of the Bank and the
broker-dealer. Investment receives commissions on transactions generated and in
some cases ongoing management fees such as mutual fund 12b-1 fees. The
Investment division's financial impact on our consolidated revenue has been
immaterial. Although management cannot predict the financial impact of
Investment with certainty, management anticipates the Investment division's
impact on noninterest income will remain immaterial for the remainder of 2022.

We conduct our investment advisory business through PWW, which Financial
acquired on December 31, 2021. PWW is a Lynchburg, Virginia-based investment
advisory firm that had approximately $650 million in assets under management and
advisement at the time of the acquisition. PWW operates as a subsidiary of
Financial. PWW generates revenue primarily through investment advisory fees. The
investment advisory fees will vary based on the value of assets under
management. Assets under management may fluctuate due to both client action and
fluctuations in the equity and debt markets. Despite the potential for
fluctuation, we anticipate that PWW will continue to contribute meaningfully to
the Company's consolidated net income.

The Bank provides insurance and annuity products to Bank customers and others,
through the Bank's Insurance subsidiary. The Bank has three employees that are
licensed to sell insurance products through Insurance. Insurance generates
minimal revenue and its financial impact on our consolidated revenue has been
immaterial. Management anticipates that Insurance's impact on noninterest income
will remain immaterial for the remainder of 2022.

Noninterest Expense



Noninterest expense for the three and nine months ended September 30, 2022
increased to $8,879,000 and $24,119,000 from $7,298,000 and $21,424,000 for the
same periods in 2021, increases of 21.66% and 12.58%, respectively. These
increases resulted primarily from increases in personnel expenses from variable
compensation along with the added personnel expense of PWW employees, occupancy
expense, equipment expense, and professional, data processing, and other outside
expense. In addition, director's fees, director's and officer's insurance, bank
security expense, and a decrease in fair value of interest rate lock commitments
contributed to the increases. The increases were offset in part by a decrease in
equipment expense, marketing expense, and credit expense. FDIC insurance expense
decreased in both the three and nine months ended September 30, 2022. Total
personnel expense was $4,529,000 and $13,051,000 for the three and nine month
periods ended September 30, 2022 as compared to $4,093,000 and $11,901,000 for
the same periods in 2021.

Allowance and Provision for Loan Losses



The allowance for loan losses represents an amount that, in our judgment, will
be adequate to absorb probable losses inherent in the loan portfolio. The
provision for loan losses increases the allowance, and loans charged-off, net of
recoveries, reduce the allowance. The provision for the allowance for loan
losses is charged to earnings to bring the total allowance to a level deemed
appropriate by management and is based upon two components - specific impairment
and general reserves. As discussed below, loans having a risk rating of 7 or
below that are significantly past due, and the borrower's performance and
financial condition provide evidence that it is probable that the Bank will be
unable to collect all amounts when due as well as all TDRs, are evaluated for
specific impairment. The general reserve component is based on an evaluation of
general economic conditions, actual and expected credit losses, and loan
performance measures. Based on the application of the loan loss calculation, the
Bank recorded a recovery of loan losses of $300,000 and $900,000 in the three
and nine month periods ended September 30, 2022. This compares to a provision of
$0 for each of the comparable periods in 2021.

At September 30, 2022, the allowance for loan losses was 1.03% of total loans
outstanding, versus 1.19% and 1.23% of total loans outstanding at December 31,
2021 and September 30, 2021, respectively. The decrease in the allowance for
loan losses was largely driven by decreased qualitative factor adjustments
related to the ongoing COVID-19 pandemic, primarily in relation to the economy
and because all loans previously in deferral due to COVID-19 conditions have
resumed their normal payment schedules and were current as of September 30,
2022. The specific reserve was $0 at December 31, 2021 and September 30, 2022.
PPP loans are guaranteed in full by the U.S. Small Business Administration, and
therefore, are excluded from the Company's allowance for loan losses
calculation. As shown in the table below, the total balance in the allowance
decreased, from $6,915,000 as of December 31, 2021 to $6,394,000 on September
30, 2022. The decrease was due primarily to a continued decline in historical
loss experience as evidenced by net recoveris during 2022, an improvement in
asset quality metrics, and continued performance of loans specifically impacted
by the pandemic. The effects of the pandemic may require the Company to fund
increases in the allowance for loan losses in future periods.

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Charged-off loans, which are loans that management deems uncollectible, are
charged against the allowance for loan losses and constitute a realized loss.
Charged-off loans were $1,000 and $10,000 for the three and nine months ended
September 30, 2022 as compared to $16,000 and $80,000 for the comparable periods
in 2021. While a charged-off loan may subsequently be collected, such recoveries
generally are realized over an extended period of time. In the three and nine
months ended September 30, 2022, the Bank had recoveries of charged-off loans of
$79,000 and $389,000 as compared with $80,000 and $200,000 for the comparable
periods in 2021.

In light of the current economic environment, management continues its ongoing
assessment of specific impairment in the Bank's loan portfolio. As set forth in
the tables below, the Bank's allowance arising from the specific impairment
evaluation as of September 30, 2022 was unchanged as compared to December 31,
2021.

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

                                     Allowance for Loan Losses and Recorded Investment in Loans
                                                       (dollars in thousands)
                                       As of and For the Nine Months Ended September 30, 2022

                                              Commercial
                            Commercial       Real Estate        Consumer   

  Residential       Total

Allowance for Loan Losses:

Beginning Balance          $      1,471    $         3,637     $      860     $       947    $     6,915
Charge-Offs                            -                  -           (10)               -           (10)
Recoveries                            96                207             15              71            389
Provision (Recovery of)            (302)              (861)           (36)             299          (900)
Ending Balance                     1,265              2,983            829           1,317          6,394

Ending Balance:
Individually evaluated for
impairment                             -                  -              -               -              -

Ending Balance:
Collectively evaluated for
impairment                         1,265              2,983            829           1,317          6,394

Totals:                    $      1,265    $         2,983     $      829    $      1,317    $     6,394

Financing Receivables:
Ending Balance:
Individually evaluated for
impairment                             -              1,712            253           1,354          3,319

Ending Balance:
Collectively evaluated for
impairment                       101,225            355,592         98,254          62,121        617,192

Totals:                    $    101,225    $       357,304    $    98,507    $     63,475    $   620,511



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                                     Allowance for Loan Losses and Recorded Investment in Loans
                                                       (dollars in thousands)
                                           As of and For the Year Ended December 31, 2021

                                              Commercial
                            Commercial       Real Estate        Consumer   

  Residential       Total

Allowance for Loan Losses:

Beginning Balance          $      2,001    $         3,550     $      868     $       737    $     7,156
Charge-Offs                         (53)                  -           (38)               -           (91)
Recoveries                           112                 72             29             137            350
Provision (Recovery of)            (589)                 15              1             73           (500)
Ending Balance                     1,471              3,637            860             947          6,915

Ending Balance:
Individually evaluated for
impairment                             -                  -              -               -              -

Ending Balance:
Collectively evaluated for
impairment                         1,471              3,637            860             947          6,915

Totals:                    $      1,471    $         3,637     $      860     $       947    $     6,915

Financing Receivables:
Ending Balance:
Individually evaluated for
impairment                            17              2,694             59           1,316          4,086

Ending Balance:
Collectively evaluated for
impairment                       105,050            335,455         89,043          49,750        579,298

Totals:                    $    105,067    $       338,149    $    89,102    $     51,066    $   583,384


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

                                    Three Months Ended          Nine Months Ended
                                      September 30,               September 30,
                                      (in thousands)              (in thousands)
                                    2022          2021          2022          2021
Balance, beginning of period    $      6,616  $      7,212  $      6,915  $      7,156
Recovery of loan losses                (300)             -         (900)             -
Loans charged off                        (1)          (16)          (10)          (80)
Recoveries of loans charged off           79            80           389           200
Net recoveries                            78            64           379           120
Balance, end of period          $      6,394  $      7,276  $      6,394  $      7,276


No nonaccrual loans were excluded from the impaired loan disclosures at
September 30, 2022 and December 31, 2021. If interest on these loans had been
accrued, such income cumulatively would have approximated $218,000 and $177,000
on September 30, 2022 and December 31, 2021, respectively. Loan payments
received on nonaccrual loans are applied to principal. When a loan is placed on
nonaccrual status there are several negative implications. First, all interest
accrued but unpaid at the time of the classification is deducted from the
interest income totals for the Bank. Second, accruals of interest are
discontinued until it becomes certain that both principal and interest can be
repaid. Third, there may be actual losses that necessitate additional provisions
for credit losses charged against earnings.

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


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



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


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

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

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

?"Special Mention." These are loans having a risk rating of 6. Special Mention
loans have weaknesses that deserve management's close attention. If left
uncorrected, these potential weaknesses may result in deterioration of the
repayment prospects for the asset or in the bank's credit position at some
future date. Special Mention loans are not adversely classified and do not
expose an institution to sufficient risk to warrant adverse classification.
These loans do warrant more than routine monitoring due to a weakness caused by
adverse events.

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

?"Doubtful." These are loans having a risk rating of 8. Doubtful rated loans
have all the weaknesses inherent in a loan that is classified substandard but
with the added characteristic that the weaknesses make collection or liquidation
in full, on the basis of currently existing facts, conditions, and values,
highly questionable and improbable. The possibility of loss is extremely high.

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

Income Taxes



For the three and nine months ended September 30, 2022, Financial had an income
tax expense of $601,000 and $1,709,000 as compared to $465,000 and $1,431,000
for the three and nine months ended September 30, 2021. This represents an
effective tax rate of 18.93% and 19.61% for the three and nine months ended
September 30, 2022 as compared with 19.82% and 19.98% for the three and nine
months ended September 30, 2021. Our effective rate was lower than the statutory
corporate tax rate in all periods primarily because of federal income tax
benefits resulting from the tax treatment of earnings on bank owned life
insurance, and interest earned on tax free municipal bonds.

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Net Interest Margin Analysis
Average Balance Sheets
For the Three Months Ended
September 30, 2022 and 2021
(dollars in thousands)
                                             2022                               2021
                                                        Average                            Average
                                Average     Interest     Rates     Average     Interest     Rates
                                Balance     Income/     Earned/    Balance     Income/     Earned
                                 Sheet      Expense      Paid       Sheet      Expense      /Paid
ASSETS
Loans, including fees (1)(2)   $ 615,208   $    6,776     4.37%   $ 594,371   $    6,564     4.38%
Loans held for sale                4,217           54     5.08%       5,638           41     2.89%
Federal funds sold                46,147          262     2.25%     107,001           33     0.12%
Interest-bearing bank balances    18,853          101     2.13%      18,895            7     0.15%
Securities (3)                   230,986        1,210     2.08%     142,670          668     1.86%
Federal agency equities            1,271            5     1.56%       1,208            4     1.31%
CBB equity                           116            -       - %         116            -       - %

Total earning assets             916,798        8,408     3.64%     869,899        7,317     3.34%

Allowance for loan losses        (6,633)                            (7,242)
Non-earning assets                58,820                             68,189

Total assets                   $ 968,985                          $ 930,846

LIABILITIES AND STOCKHOLDERS'
EQUITY
Deposits
Demand interest bearing          459,755          114     0.10%     422,840          116     0.11%
Savings                          138,016           19     0.05%     114,612           30     0.10%
Time deposits                    130,885          143     0.43%     141,550          239     0.67%

Total interest bearing
deposits                         728,656          276     0.15%     679,002          385     0.22%

Other borrowed funds
Other borrowings                  10,672          117     4.35%           -            -       - %
Financing leases                   3,546           24     2.69%       3,677           26     2.81%
Capital notes                     10,035           82     3.24%      10,030           82     3.24%
Total interest-bearing
liabilities                      752,909          499     0.26%     692,709          493     0.28%

Noninterest bearing deposits     156,946                            164,450
Other liabilities                  6,679                              6,030

Total liabilities                916,534                            863,189

Stockholders' equity              52,451                             67,657

Total liabilities and
Stockholders' equity           $ 968,985                          $ 930,846

Net interest earnings                      $    7,909                         $    6,824

Net interest margin                                       3.42%                              3.11%

Interest spread                                           3.38%                              3.05%


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(1)Net accretion or amortization of deferred loan fees and costs are included in interest income.



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

(3)The interest income and yields calculated on securities have been tax affected to reflect any tax-exempt interest on municipal securities. Assumed income tax rates of 21% were used for the periods presented.




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Net Interst Margin Analysis
Average Balance Sheets
For the Nine Months Ended
September 30, 2022 and 2021
(dollars in thousands)
                                            2022                              2021
                                                       Average                           Average
                                Average    Interest     Rates     Average    Interest     Rates
                                Balance     Income/    Earned/    Balance     Income/    Earned
                                 Sheet      Expense     Paid       Sheet      Expense     /Paid
ASSETS
Loans, including fees (1)(2)   $ 600,286   $  18,779     4.18%   $ 605,314   $  19,943     4.40%
Loans held for sale                3,978         130     4.37%       5,777         146     3.38%
Federal funds sold                82,142         463     0.75%      97,762          67     0.09%
Interest-bearing bank balances    18,853         135     0.96%      18,793          26     0.18%
Securities (3)                   220,863       3,384     2.05%     118,662       1,700     1.92%
Federal agency equities            1,244          36     3.87%       1,306          39     3.99%
CBB equity                           116           -       - %         116           -       - %

Total earning assets             927,482      22,927     3.31%     847,730      21,921     3.46%

Allowance for loan losses        (6,829)                           (7,179)
Non-earning assets                66,214                            65,838

Total assets                   $ 986,867                         $ 906,389

LIABILITIES AND STOCKHOLDERS'
EQUITY
Deposits
Demand interest bearing          456,851         318     0.09%     391,298         332     0.11%
Savings                          131,266          56     0.06%     106,009          87     0.11%
Time deposits                    136,949         467     0.46%     146,580         890     0.81%

Total interest bearing
deposits                         725,066         841     0.16%     643,887       1,309     0.27%

Other borrowed funds
Other borrowings                  10,805         339     4.19%           -           -     0.00%
Financing leases                   3,640          73     2.68%       3,841          80     2.78%
Capital notes                     10,034         245     3.26%      10,028         245     3.27%
Total interest-bearing
liabilities                      749,545       1,498     0.27%     657,756       1,634     0.33%

Noninterest bearing deposits     170,208                           164,974
Other liabilities                  6,511                             9,753

Total liabilities                926,264                           832,483

Stockholders' equity              60,603                            65,434

Total liabilities and
Stockholders' equity           $ 986,867                         $ 897,917

Net interest earnings                      $  21,429                         $  20,287

Net interest margin                                      3.09%                             3.20%

Interest spread                                          3.04%                             3.13%


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(1)Net accretion or amortization of deferred loan fees and costs are included in interest income.



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

(3)The interest income and yields calculated on securities have been tax affected to reflect any tax-exempt interest on municipal securities. Assumed income tax rates of 21% were used for the periods presented.




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