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Section 1: 8-K (FORM 8-K)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): August 1, 2018

 

 

 

BAY BANKS OF VIRGINIA, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Virginia 0-22955 54-1838100

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 1801 Bayberry Court, Richmond, VA 23226

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (844) 404-9668

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

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 (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

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 2.02Results of Operations and Financial Condition.

 

On August 1, 2018, Bay Banks of Virginia, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2018.

 

A copy of the Company’s press release is attached and furnished herewith as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits.

 

  Exhibit No.   Description
  99.1   Press release, dated August 1, 2018 announcing the Company’s financial results for the quarter ended June 30, 2018.

 

 

 

 

SIGNATURES

 

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

 

 

BAY BANKS OF VIRGINIA, INC.

   
 

By: /s/ Judy C. Gavant

 

 

Judy C. Gavant

Chief Financial Officer

 

August 1, 2018

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press release, dated August 1, 2018, announcing the Company’s financial results for the quarter ended June 30, 2018.  

 

 

(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

Bay Banks of Virginia, Inc. Reports Second Quarter and First Half 2018 Results

RICHMOND, Va., Aug. 1, 2018 /PRNewswire/ -- Bay Banks of Virginia, Inc. (OTCQB: BAYK), holding company of Virginia Commonwealth Bank and VCB Financial Group, Inc., reported financial results for the second quarter and first half of 2018.

The company reported net income of $946 thousand, or $0.07 per diluted share, for the second quarter of 2018 compared to $1.1 million, or $0.09 per diluted share, for the first quarter of 2018, and $557 thousand, or $0.06 per diluted share, for the second quarter of 2017. For the first half of 2018, the company reported net income of $2.1 million, or $0.16 per diluted share, compared to $380 thousand, or $0.05 per diluted share, for the first half of 2017.

Randal R. Greene, President and Chief Executive Officer, commented: "Earnings for the second quarter were less than adequate; however, as I reflect on the first half of 2018, there were many highlights. Net new loan growth in the first half was strong considering the run-off of nearly $40 million of purchased portfolio loans including those acquired in the Virginia BanCorp merger. Comparing results for the first half of 2018 to the first half of 2017, we are realizing positive leverage from our larger balance sheet and our asset quality metrics continue to improve. In the first half of 2018, we transitioned several key management positions and the bank is stronger for it."

Operating Results

Second Quarter 2018 compared to First Quarter 2018

First Half 2018 compared to First Half 2017

Second Quarter 2018 compared to Second Quarter 2017

Balance Sheet

Asset Quality

Outlook

Greene concluded: "I continue to believe we are well-positioned to capture an under-served segment in our target markets. Our pipeline of opportunities in the greater Richmond area is strong, though we are pursuing cautiously due to the recent increase in deposit costs. Our branch and loan production office in Virginia Beach are open for business and we are actively pursuing both loan and deposit opportunities. As previously noted, we are addressing infrastructure needs to support and mitigate the risks that come with our larger organization. At the same time, we are keenly focused on deposit generation and expense management, two areas that are lagging. We've launched several initiatives to address both and I believe the results of these initiatives will deliver improving financial results."

About Bay Banks of Virginia, Inc.

Bay Banks of Virginia, Inc. is the bank holding company for Virginia Commonwealth Bank and VCB Financial Group, Inc. Founded in the 1930's, Virginia Commonwealth Bank is headquartered in Richmond, Virginia. With 19 banking offices, including one production office, located throughout the greater Richmond area, the Northern Neck region, the Tri-Cities area of Petersburg, Hopewell and Colonial Heights, Middlesex County, Suffolk, and Virginia Beach, the bank serves businesses, professionals, and consumers with a wide variety of financial services, including retail and commercial banking, and mortgage banking. VCB Financial Group provides management services for personal and corporate trusts, including estate planning, estate settlement and trust administration, along with investment and wealth management services.

Caution About Forward-Looking Statements

This press release contains statements concerning the company's expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements may constitute "forward-looking statements" as defined by federal securities laws. These statements may address issues that involve estimates and assumptions made by management, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by such statements. Factors that could have a material adverse effect on the operations and future prospects of the company include, but are not limited to: the ability to successfully implement integration plans associated with the Virginia BanCorp merger (the "Merger"), which integration may be more difficult, time-consuming or costly than expected; the ability to achieve the cost savings and synergies contemplated by the Merger within the expected timeframe; disruptions to customer and employee relationships and business operations caused by the Merger; changes in interest rates and general economic conditions; the legislative/regularity climate; monetary and fiscal policies of the U. S. Government, including policies of the U.S. Treasury and Federal Reserve Board; the quality or composition of the loan or investment portfolios; demand for loan products; deposit flows; competition; demand for financial services in the company's market area; acquisitions and dispositions; and tax and accounting rules, principles, polices and guidelines. These risks and uncertainties should be considered in evaluating the forward-looking statements contained herein, and readers are cautioned not to place undue reliance on such statements, which speak only as of the date they are made. Except to the extent required by applicable law or regulation, the company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

For further information, contact Randal R. Greene, President and Chief Executive Officer, at 844-404-9668 or inquiries@baybanks.com.

1 See discussion of non-GAAP financial measures at the end of the Supplemental Financial Data tables that follow.

BAY BANKS OF VIRGINIA, INC.

Supplemental Financial Data (Unaudited)





CONSOLIDATED BALANCE SHEETS





June 30, 2018


December 31, 2017 (1)

(Dollars in thousands, except share data)

(unaudited)



ASSETS




   Cash and due from banks

$                                 8,319


$                                 9,396

   Interest-bearing deposits

28,263


41,971

   Certificates of deposit

3,224


3,224

   Federal funds sold

1,944


6,961

   Available-for-sale securities, at fair value

74,322


77,153

   Restricted securities

6,190


5,787

   Loans receivable, net of allowance for loan losses




     of $7,113 and $7,770, respectively

794,443


758,726

   Loans held for sale

669


1,651

   Premises and equipment, net

18,079


17,463

   Accrued interest receivable

2,954


3,194

   Other real estate owned, net

3,501


4,284

   Bank owned life insurance

19,024


18,773

   Goodwill

10,374


10,374

   Mortgage servicing rights

977


999

   Core deposit intangible

2,576


2,991

   Other assets

8,357


7,609

Total assets

$                             983,216


$                             970,556





LIABILITIES




   Noninterest-bearing deposits

$                             108,943


$                             103,037

   Savings and interest-bearing demand deposits

296,206


299,820

   Time deposits

369,917


358,989

     Total deposits

775,066


761,846





   Securities sold under repurchase agreements

7,008


9,498

   Federal Home Loan Bank advances

70,000


70,000

   Subordinated notes, net of issuance costs

6,885


6,877

   Other liabilities

8,533


7,781

     Total liabilities

867,492


856,002





SHAREHOLDERS' EQUITY 




   Common stock ($5 par value; authorized - 30,000,000 shares;




     outstanding - 13,226,096 and 13,203,605 shares, respectively) (2)

66,130


66,018

   Additional paid-in capital

37,207


37,142

   Unearned employee stock ownership plan shares

(1,047)


(1,129)

   Retained earnings

15,749


13,679

   Accumulated other comprehensive loss, net

(2,315)


(1,156)

     Total shareholders' equity

115,724


114,554

Total liabilities and shareholders' equity

$                             983,216


$                             970,556





(1) Derived from audited December 31, 2017 Consolidated Financial Statements.

(2) Preferred stock is authorized; however, none was outstanding as of June 30, 2018 and December 31, 2017.

BAY BANKS OF VIRGINIA, INC.

Supplemental Financial Data (Unaudited) - Continued







CONSOLIDATED STATEMENTS OF OPERATIONS







(unaudited)

For the three months ended

(Dollars in thousands, except per share data)

June 30, 2018


March 31, 2018


June 30, 2017

INTEREST INCOME






Loans, including fees

$                     9,745


$                     9,984


$                     8,326

Securities:






  Taxable

497


397


348

  Tax-exempt

117


120


114

Federal funds sold

51


74


33

Interest-bearing deposit accounts

80


98


53

Certificates of deposit

18


19


18

   Total interest income

10,508


10,692


8,892







INTEREST EXPENSE






Deposits

1,796


1,604


1,077

Securities sold under repurchase agreements

4


3


4

Subordinated notes

128


128


119

Federal Home Loan Bank advances

386


313


248

   Total interest expense

2,314


2,048


1,448

Net interest income

8,194


8,644


7,444

Provision for (recovery of) loan losses

(348)


320


568

    Net interest income after provision for loan losses

8,542


8,324


6,876







NON-INTEREST INCOME






Income from fiduciary activities

198


247


229

Service charges and fees on deposit accounts

152


135


246

Non-deposit product income

283


132


115

Interchange fees, net

124


(8)


129

Other service charges and fees

30


30


45

Secondary market lending income

244


133


86

Increase in cash surrender value of bank owned life insurance

124


127


133

Net gains on available-for-sale securities

-


-


7

Net losses on disposition of other assets

-


(69)


-

Gain on curtailment of post-retirement benefit plan

-


352


-

Other income

9


91


91

   Total non-interest income

1,164


1,170


1,081







NON-INTEREST EXPENSE






Salaries and employee benefits

4,273


4,106


3,321

Occupancy

882


795


693

Data processing

837


548


394

Bank franchise tax

178


176


142

Telecommunications

131


106


76

FDIC assessments

187


183


111

Foreclosed property

53


12


59

Consulting

345


383


97

Advertising and marketing

153


68


54

Directors' fees

69


168


209

Audit and accounting fees

240


363


217

Legal

119


133


13

Merger related

-


363


685

Intangible amortization

203


211


234

Net other real estate owned (gains) losses

84


(141)


(3)

Other

809


646


844

   Total non-interest expense

8,563


8,120


7,146

Income before income taxes

1,143


1,374


811

Income tax expense 

197


250


254

   Net income

$                        946


$                     1,124


$                        557

Basic and diluted earnings per share

$                       0.07


$                       0.09


$                       0.06

BAY BANKS OF VIRGINIA, INC.

Supplemental Financial Data (Unaudited) - Continued





CONSOLIDATED STATEMENTS OF OPERATIONS





(unaudited)

For the six months ended

(Dollars in thousands, except per share data)

June 30, 2018


June 30, 2017

INTEREST INCOME




Loans, including fees

$                   19,729


$                   12,714

Securities:




  Taxable

894


617

  Tax-exempt

237


228

Federal funds sold

126


34

Interest-bearing deposit accounts

178


60

Certificates of deposit

36


37

   Total interest income

21,200


13,690





INTEREST EXPENSE




Deposits

3,400


1,707

Federal funds purchased

-


10

Securities sold under repurchase agreements

7


7

Subordinated notes

256


236

Federal Home Loan Bank advances

699


402

   Total interest expense

4,362


2,362

Net interest income

16,838


11,328

Provision for (recovery of) loan losses

(28)


758

    Net interest income after provision for loan losses

16,866


10,570





NON-INTEREST INCOME




Income from fiduciary activities

445


474

Service charges and fees on deposit accounts

287


458

Non-deposit product income

414


195

Interchange fees, net

116


204

Other service charges and fees

61


77

Secondary market lending income

376


201

Increase in cash surrender value of bank owned life insurance

251


208

Net gains on available-for-sale securities

-


2

Net losses on disposition of other assets

(69)


-

Gain on curtailment of post-retirement benefit plan

352


-

Other income

101


152

   Total non-interest income

2,334


1,971





NON-INTEREST EXPENSE




Salaries and employee benefits

8,379


6,145

Occupancy

1,677


1,132

Data processing

1,385


598

Bank franchise tax

353


218

Telecommunications

237


104

FDIC assessments

370


196

Foreclosed property

65


69

Consulting

729


151

Advertising and marketing

221


127

Directors' fees

236


331

Audit and accounting fees

603


245

Legal

249


95

Merger related

363


985

Intangible amortization

414


234

Net other real estate owned (gains) losses

(57)


93

Other

1,459


1,305

   Total non-interest expense

16,683


12,028

Income before income taxes

2,517


513

Income tax expense 

447


133

   Net income

$                     2,070


$                        380

Basic and diluted earnings per share

$                       0.16


$                       0.05

Bay Banks of Virginia, Inc.

Supplemental Financial Data (Unaudited) - Continued










As of and for the Three Months Ended


June 30,

March 31,

December 31,

September 30,

June 30, 

(Dollars in thousands, except per share amounts)

2018

2018

2017

2017

2017

Select Consolidated Balance Sheet Data






Total assets

$         983,216

$         994,676

$          970,556

$           959,936

$      867,392

Cash, interest-bearing deposits and federal funds sold

38,526

63,696

58,328

75,223

41,011

Available-for-sale securities, at fair value

74,322

75,434

77,153

71,893

54,448

Loans:






    Mortgage loans on real estate

644,202

624,424

609,637

594,761

522,458

    Commercial and industrial

124,563

129,225

114,093

99,637

85,939

    Consumer loans

32,767

37,011

42,566

48,640

41,229

Loans receivable

801,532

790,660

766,296

743,038

649,626

Unamortized net deferred loan costs

24

228

200

1,590

316

Allowance for loan losses (ALL)

(7,113)

(7,923)

(7,770)

(4,920)

(4,241)

Net loans

794,443

782,965

758,726

739,708

645,701

Loans held for sale

669

414

1,651

162

55,620

Other real estate owned, net

3,501

2,593

4,284

5,159

5,360







Total liabilities

$         867,492

$         879,757

$          856,002

$           842,148

$      782,914

Deposits:






    Noninterest-bearing demand deposits

108,943

124,572

103,037

99,531

97,299

    Savings and interest-bearing deposits

296,206

299,216

299,820

297,150

282,056

    Time deposits

369,917

373,163

358,989

338,732

309,619

Total deposits

775,066

796,951

761,846

735,413

688,974

Securities sold under repurchase agreements

7,008

6,551

9,498

17,091

10,786

Federal Home Loan Bank advances

70,000

60,000

70,000

75,000

70,000

Subordinated notes, net of issuance costs

6,885

6,881

6,877

6,873

6,868







Shareholders' equity

115,724

114,919

114,554

117,788

84,478







Condensed Consolidated Statements of Operations






Interest income

$           10,508

$           10,692

$            10,514

$               9,496

$          8,892

Interest expense

2,314

2,048

1,945

1,694

1,448

Net interest income

8,194

8,644

8,569

7,802

7,444

Provision for (recovery of) loan losses

(348)

320

3,101

1,075

568

Non-interest income

1,164

1,170

733

1,070

1,081

Non-interest expense

8,563

8,120

8,204

6,782

7,146

Income (loss) before taxes

1,143

1,374

(2,003)

1,015

811

Income tax expense

197

250

391

273

254

Net income (loss)

$                946

$             1,124

$            (2,394)

$                  742

$             557








Bay Banks of Virginia, Inc.

Supplemental Financial Data (Unaudited) - Continued










As of and for the Three Months Ended


June 30,

March 31,

December 31,

September 30,

June 30, 

(Dollars in thousands, except per share amounts)

2018

2018

2017

2017

2017







Per Share Data






Basic earnings (loss) per share

$               0.07

$               0.09

$              (0.18)

$                 0.07

$            0.06

Diluted earnings (loss) per share

0.07

0.09

(0.18)

0.07

0.06

Dividends per share

-

-

0.04

0.04

0.04

Book value per share

8.75

8.69

8.68

8.93

8.99

Tangible book value per share (1)

7.81

7.74

7.71

7.98

7.64

Shares outstanding at end of period

13,226,096

13,223,096

13,203,605

13,193,983

9,399,138

Weighted average shares outstanding, basic

13,059,604

13,038,593

13,036,057

10,488,227

9,374,157

Weighted average shares outstanding, diluted

13,126,419

13,106,214

13,108,400

10,557,623

9,445,338







Performance Ratios (tax-equivalent basis):






Yield on average interest-earning assets

4.61%

4.74%

4.69%

4.40%

4.46%

Cost of funds

1.08%

0.95%

0.92%

0.83%

0.76%

Cost of deposits

0.93%

0.83%

0.81%

0.72%

0.64%

Net interest spread

3.37%

3.64%

3.64%

3.43%

3.66%

Net interest margin (NIM)

3.60%

3.83%

3.82%

3.62%

3.80%

NIM, excluding acquisition accounting adjustments (1)

3.34%

3.58%

3.31%

3.39%

3.51%

Average interest-earnings assets to total average assets

92.37%

92.10%

93.30%

94.99%

92.83%

Return on average assets (annualized)

0.38%

0.46%

-0.99%

0.32%

0.26%

Return on average equity (annualized)

3.28%

3.92%

-8.24%

3.10%

2.65%

Merger related expense

$                     -

$                363

$                 850

$                  141

$             685

Average assets

988,946

982,616

965,246

913,664

851,071

Average interest-earning assets

913,486

904,991

900,617

867,853

790,072

Average interest-bearing liabilities

747,227

747,813

742,043

715,878

667,735

Average shareholders' equity

115,321

114,736

116,171

95,650

84,170

Shareholders' equity to total assets ratio

11.77%

11.55%

11.80%

12.27%

9.74%







Asset Quality Data and Ratios:






Nonaccrual loans

$             3,474

$             6,892

$              6,496

$               4,799

$          5,362

Loans past due 90 days or more and still accruing (excludes
purchased credit-impaired loans)

-

-

48

-

-

Other real estate owned, net

3,501

2,593

4,284

5,159

5,360

Total non-performing assets

6,975

9,485

10,828

9,958

10,722

Net charge-offs (recoveries)

462

167

948

397

320

Net charge-offs to average loans (annualized)

0.23%

0.09%

0.50%

0.22%

0.20%

Total non-performing assets to total assets

0.71%

0.95%

1.11%

1.04%

1.24%

Gross loans to total assets

81.52%

79.49%

78.95%

77.40%

74.89%

ALL to gross loans

0.89%

1.00%

1.01%

0.66%

0.65%

ALL plus acquisition accounting adjustments (discounts) on
acquired loans to gross loans (1)

1.46%

1.65%

1.76%

1.38%

1.53%







(1) Non-GAAP financial measure.  See GAAP to Non-GAAP financial measure reconciliation at the end of the
Supplemental Financial Data tables that follow.

Bay Banks of Virginia, Inc.

Supplemental Financial Data (Unaudited) - Continued














As of and for the Three Months Ended


June 30,

March 31,

December 31,

September 30,

June 30, 

(Dollars in thousands, except per share amounts)

2018

2018

2017

2017

2017

Reconciliation of Non-GAAP Financial Measures (1)






NIM, excluding acquisition accounting adjustments






Interest income

$        10,508

$        10,692

$           10,514

$              9,496

$        8,892







Add: tax-equivalent yield adjustment for tax-exempt securities (a)

31

32

21

60

59

Less: accretion of discounts on acquired loans

547

503

1,047

409

451

Interest income, adjusted

9,992

10,221

9,488

9,147

8,500

Average interest-earning assets

$      913,486

$      904,991

$         900,617

$          867,853

$    790,073

Yield on interest-earning assets, excluding accretion of discounts on
acquired loans (annualized)

4.38%

4.52%

4.21%

4.22%

4.30%

Interest expense

$          2,314

$          2,048

$             1,944

$              1,694

$        1,448

Add: amortization of premium on acquired time deposits

42

68

88

103

117

Interest expense, adjusted

2,356

2,116

2,032

1,797

1,565

Net interest income, excluding acquisition accounting adjustments

7,637

8,105

7,456

7,350

6,935

Average interest-bearing liabilities

$      747,227

$      747,813

$         742,043

$          715,878

$    667,735

Cost of interest-bearing liabilities, excluding amortization of premium on acquired time deposits (annualized)

1.26%

1.13%

1.10%

1.00%

0.94%

NIM, excluding acquisition accounting adjustments

3.34%

3.58%

3.31%

3.39%

3.51%







ALL plus discounts on acquired loans to gross loans






Allowance for loan losses

$          7,113

$          7,923

$             7,770

$              4,920

$        4,241

Add: discounts on acquired loans

4,655

5,212

5,792

5,375

5,812

ALL plus discounts on acquired loans

11,768

13,135

13,562

10,295

10,053

Gross loans + discounts on acquired loans

$      806,211

$      796,100

$         771,459

$          745,083

$    656,288

ALL plus discounts on acquired loans to gross loans

1.46%

1.65%

1.76%

1.38%

1.53%







Tangible book value per share






Total shareholders' equity

$      115,724

$      114,919

$         114,554

$          117,788

$      84,478

Less: intangible assets, net of deferred tax liability on core deposit intangible (a)

12,409

12,570

12,737

12,492

12,642

Tangible shareholders' equity

$      103,316

$      102,350

$         101,818

$          105,297

$      71,837

Shares outstanding at end of period

13,226,096

13,223,096

13,203,605

13,193,983

9,399,138

Tangible book value per share

$            7.81

$            7.74

$               7.71

$                7.98

$          7.64













(a) Assumes a federal income tax rate of 21% for the 2018 periods and for the three months-ended December 31, 2017 and a 34% federal income tax 

rate for the other 2017 periods ended presented.


















(1) Set forth above are calculations of each of the non-GAAP (generally accepted accounting principles) financial measures included in the Supplemental Financial  Data tables. NIM, excluding acquisition accounting adjustments, ALL plus discounts on acquired loans to gross loans, and tangible book value per share are supplemental financial measures that are not required nor presented in accordance with GAAP.  Management believes ALL plus discounts on acquired loans as a percentage of gross loans and tangible book value per share are meaningful because they are measures management uses to assess asset quality and capital levels, respectively.  Management believes that NIM, excluding acquisition accounting adjustments, is meaningful because management uses it to assess the financial performance of the company. Calculations of these non-GAAP financial measures may not be comparable to the calculation of similarly titled measures reported by other companies.



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