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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): November 13, 2019

 

 

 

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 8.01Other Events.

  

The attached handout contains financial information which members of management of Bay Banks of Virginia, Inc. are sharing during visits with investors, analysts and other interested parties.

  

The handout is attached as Exhibit 99.1 to this report and is being furnished, not filed, with this Form 8-K.

  

Item 9.01Exhibits.

 

(d)Exhibits.

  

Exhibit No.   Description
99.1   Bay Banks of Virginia, Inc. investor handout

 

 

 

 

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  

 

November 13, 2019

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Bay Banks of Virginia, Inc. investor handout

 

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1

Investor Presentation November 2019

 

 

2 This investor presentation contains statements concerning Bay Banks of Virginia, Inc.’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 Bay Banks of Virginia, Inc. include, but are not limited to, our ability to achieve the cost savings associated with the recent and planned initiatives and the expenses associated with those initiatives; our ability to successfully manage our growth or implement our growth strategy; changes in interest rates and general economic conditions; the legislative/regulatory 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 areas; acquisitions and dispositions; and tax and accounting rules, principles, polices and guidelines; and other risks and uncertainties described from time to time in Bay Banks of Virginia Inc.’s reports filed with the Securities and Exchange Commission. 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, Bay Banks of Virginia, Inc. undertakes no obligation to revise or update publicly any forward - looking statements for any reason. Caution Forward - Looking Statements

 

 

3 3 Company History Bay Banks of Virginia, Inc. (the “Company” or “BAYK”) is the holding company for Virginia Commonwealth Bank (“VCB” or the “Bank”) and VCB Financial Group, Inc. With nearly 170 years of combined history as independent community banks, Bank of Lancaster and Virginia Commonwealth Bank merged on April 1, 2017 VCB currently has 18 banking offices and one loan production office located throughout the Richmond metro area, the Northern Neck and the Hampton Roads regions of Virginia VCB serves businesses, professionals and consumers with a wide variety of financial services, including retail banking, commercial banking and mortgage lending VCB Financial Group provides management services for personal and corporate trusts, including estate planning, estate settlement, trust administrations, wealth management and insurance services As of September 30, 2019, the Company had $1.1 billion in assets, $ 931.8 million in gross loans, $ 893.7 million in deposits and a market capitalization of $ 110 million

 

 

4 4 Overview of BAYK Headquartered in Richmond, Bay Banks of Virginia has $1.1 billion in assets and improving performance metrics The Company is run by a deep and experienced management team Investments in the vibrant Richmond and Virginia Beach markets are yielding strong results and creating opportunities for steady growth The Bank continues to realize increased efficiencies with the benefits of scale, resulting from the merger and subsequent growth Management’s focus (in the near term) is to continue to increase profitability through shifting the loan mix, g rowing noninterest - bearing deposits, lowering deposit costs, and m anaging expenses 1 Bank level data 2 Excludes troubled - debt restructurings (TDRs) and purchased credit impaired loans (PCI) Source : S&P Global Market Intelligence and SEC Filings For the Fiscal Year Ended For the Quarter Ended 2016Y 2017Y 2018Y 2019 Q1 2019 Q2 2019 Q3 Balance Sheet Total Assets ($mm) $487 $971 $1,081 $1,104 $1,094 $1,112 Total Net Loans ($mm) $382 $759 $894 $911 $911 $924 Total Deposits ($mm) $382 $762 $842 $857 $876 $894 Total Equity ($mm) $42 $115 $117 $120 $123 $125 Profitability Return on Average Assets 0.55% (0.17%) 0.39% 0.55% 0.62% 0.66% Return on Average Equity 6.19% (1.58%) 3.36% 5.05% 5.72% 5.97% Net Interest Margin 3.40% 3.98% 3.61% 3.45% 3.29% 3.45% Efficiency Ratio 80.1% 85.7% 84.8% 78.1% 77.7% 72.8% Balance Sheet Ratios Loans / Deposits 101.0% 100.6% 107.1% 107.2% 104.8% 104.3% Capital Ratios 1 Tier 1 Leverage Ratio 9.18% 8.97% 9.42% 10.09% 10.14% 10.32% Tier 1 Ratio 12.56% 11.65% 10.80% 11.74% 12.00% 12.05% Total Risk-Based Ratio 13.69% 12.70% 11.68% 12.60% 12.82% 12.85% Asset Quality Nonaccrual loans 2 / Gross Loans 0.58% 0.85% 0.58% 0.59% 0.50% 0.77% Nonperforming assets 2 / Assets 1.60% 1.12% 0.81% 0.82% 0.71% 0.84% Allowance for Loan Losses / Gross Loans 1.00% 1.01% 0.88% 0.86% 0.82% 0.80% Net charge-offs / Average Loans 0.17% 0.17% 0.15% 0.16% 0.19% 0.21%

 

 

5 5 Improving Profitability Return on Average Assets Return on Average Equity Efficiency Ratio Net Interest Margin 1 Ratios for 2017 reflect enhanced loan loss provision recorded at year - end 2017 for a certain portfolio of consumer loans. 2 Adjustments to net income include merger - related expenses of $575k in 2016 and $2.0mm in 2017, and merger - related expenses and costs incurred for early retirement program of $846k in 2018; tax affected at a 34% tax rate in 2016 and 2017, 21% in 2018. YTD data through September 30, 2019. Source: S&P Global Market Intelligence and SEC Filings Note: Adjusted profitability measures are non - GAAP (generally accepted accounting practices) measures. See discussion of non - GAAP measures at end of presentation. Adjusted 2 As Reported Adjusted 2 As Reported Adjusted 2 As Reported 1 1

 

 

6 6 Improving Profitability Return on Average Assets Return on Average Equity Efficiency Ratio Net Interest Margin Source : S&P Global Market Intelligence and SEC Filings

 

 

7 7 Improving Profitability Net Income and Pre - tax, Pre - provision Income 1 Pre - tax , Pre - provision Income 1 Net Income 1 Pre - tax, pre - provision income is a non - GAAP measure. See discussion of non - GAAP measures at end of presentation. Source : S&P Global Market Intelligence and SEC Filings

 

 

8 8 Balance Sheet Trends Total Assets Total Net Loans Book Value Per Share Total Deposits Dollars in millions, except per share data 1 Tangible Book Value Per Share is a non - GAAP measure. See discussion of non - GAAP measures at end of presentation. Source: S&P Global Market Intelligence and SEC Filings Legacy VCB Legacy VCB Legacy VCB Book value per share Tangible Book value per Shar e 1

 

 

9 9 Noninterest Income / Expense Noninterest Expense/ Average Assets Noninterest Income / Average Assets Note: Change in noninterest income / average assets from 2016 to 2017 is a result of increased assets due to the merger. Adjusted noninterest expense excludes merger - related expenses and costs incurred for early retirement program. See discussion of non - GAAP measures at end of presentation. YTD data as of or through September 30, 2019. Source: S&P Global Market Intelligence and SEC Filings Primary Sources of Noninterest Income: • Trust and Wealth Management fees • Services charges and other bank fees • 1 - 4 Family portfolio servicing and secondary market sales Adjusted As Reported

 

 

10 10 Loan Composition Trends Source: S&P Global Market Intelligence and SEC Filings ( in thousands) 2015Y 2016Y 2017Y 2018Y 2019 Q3 Construction and Land Development 43,159$ 40,841$ 66,965$ 109,475$ 119,278$ Commercial Mortgages (Non Owner Occupied) 29,086 35,343 146,757 180,073 193,480 Commercial Mortgages (Owner Occupied) 43,956 41,825 80,052 87,241 83,643 Residential First Mortgages 164,405 194,007 269,365 298,894 301,185 Res Revolving and Junior Mortgages 26,497 26,425 46,498 38,313 33,694 Commercial and industrial Loans 35,104 43,024 114,093 164,608 186,281 Consumer Loans 5,015 3,544 42,566 23,740 14,471 Total Loans 347,222 385,009 766,296 902,345 932,032 Unamortized Deferred Fees/Costs 324 391 200 (252) (269) Total Loan Book including def fees/costs 347,546$ 385,400$ 766,496$ 902,093$ 931,763$

 

 

11 11 Historical Asset Quality Nonperforming Assets 1 / Assets Nonaccrua l Loans 1 / Gross Loans Net Charge - offs / Average Loans Allowance for Loan Loses / Gross Loans 1 Excludes troubled - debt restructurings (TDRs) and purchased credit impaired loans (PCI) Source: S&P Global Market Intelligence and SEC Filings

 

 

12 12 Deposit Composition Trends Source: S&P Global Market Intelligence and SEC Filings ( in thousands) 2017Y 2018Y 2019 Q3 Noninterest-bearing demand 103,037$ 114,122$ 124,670$ Interest-bearing demand 91,326 76,302 71,459 Money market 144,797 225,626 242,602 Savings 63,330 57,473 58,344 Time 358,989 368,670 396,614 Total 761,479$ 842,192$ 893,687$

 

 

13 Deposit Market Share & Branch Footprint Branch LPO MSA Deposit Market Share Total Total RankInstitution Branches Deposits Mkt Share Richmond, VA 1 Bank of America Corporation (NC) 22 14,168,280 37.99 2 BB&T Corp. (NC) 71 7,668,347 20.56 3 Wells Fargo & Co. (CA) 56 6,820,013 18.29 4 Atlantic Union Bkshs Corp. (VA) 30 2,998,326 8.04 5 TowneBank (VA) 9 860,265 2.31 6 C&F Financial Corp. (VA) 15 840,473 2.25 7 Community Bankers Trust Corp (VA) 12 609,395 1.63 8 Southern National Bncp of VA (VA) 12 494,358 1.33 9 Bay Banks of Virginia Inc. (VA) 8 463,331 1.24 10 Village Bank & Trust Finl Corp (VA) 9 426,930 1.14 Total For Institutions In Market 304 37,298,319 Total Total RankInstitution Branches Deposits Mkt Share Virginia Beach-Norfolk-Newport News, VA-NC 1 BB&T Corp. (NC) 73 7,402,204 28.85 2 TowneBank (VA) 27 5,688,966 22.18 3 Wells Fargo & Co. (CA) 44 4,823,135 18.80 4 Bank of America Corporation (NC) 29 3,165,086 12.34 5 Atlantic Union Bkshs Corp. (VA) 25 1,112,720 4.34 6 Old Point Financial Corp. (VA) 21 842,299 3.28 7 Southern BancShares (NC) (NC) 11 468,882 1.83 8 Chesapeake Financial Shares (VA) 8 404,553 1.58 9 PNC Financial Services Group (PA) 10 395,858 1.54 10 Farmers Bankshares Inc. (VA) 7 364,057 1.42 16 Bay Banks of Virginia Inc. (VA) 2 34,377 0.13 Total For Institutions In Market 307 25,653,234 Note: Deposit data as of June 30, 2018 Source: S&P Global Market Intelligence, FDIC

 

 

14 Virginia Market Demographics Overview Projected Population Growth (%) Projected Household Income Growth (%) 5.56 4.90 4.71 4.17 2.78 2.35 2.26 1.71 0.87 0.59 0.25 0.20 (0.63) 4.31 2.80 3.72 3.56 11.46 10.85 10.13 10.06 9.37 9.14 8.24 6.82 6.24 4.74 3.58 1.67 (0.56) 8.06 7.11 7.93 8.82 Note: Percent of deposit franchise pertains to top chart Source: S&P Global Market Intelligence 9.6% Percent of Deposit Franchise 18. 5% 4.3% 12.0% 0.1% 4.9% 7.3 % 3.5% 5.7% 1.6% 7.3% 3.1% 22.1% 58.2% 4.3% 100% 100%

 

 

15 Market Conditions Headline News

 

 

16 16 Subordinated Debt $25 million of subordinated debt Egan - Jones rated: BBB+ 5.625% coupon Oversubscribed Use of proceeds: Potential repayment of existing 6.50% sub debt - callable May 2020 Improve capital ratios Improve loan concentrations: Q3 2019 - CRE/TRBC was 260% and ADC/TRBC was 99%) Position for growth Fund share repurchase – approximately 258K ESOP shares potentially obligated to repurchase (ESOP holds 760K shares - ~ 5.6% of outstanding)

 

 

17 17 2020 Headwinds Declining loan yields Net interest margin pressure Maintaining earning assets (payoffs / refinances) Repricing of existing earning assets Slowing loan growth Noninterest - bearing deposit growth Risk of loss of deposits in newer markets Executing cost saving initiatives Market Driven Cost saves will not make up for market driven conditions

 

 

18 18 2020 Priorities Explore complementary businesses to increase noninterest income. Purely margin focused banks will suffer in lower rate environment Cross – selling execution is paramount Execute cost savings initiatives – branch rationalization Increase effort to sell residential mortgages to secondary market Focus on wealth management profitability while exploring the possibility of adding a complementary business Acquisition / Merger of equals that would be complementary to our cost of deposits and would bring efficiencies

 

 

19 Investment Opportunity With over $1.1 billion in assets, Bay Banks of Virginia, Inc. (BAYK) is the 3rd largest community bank headquartered in Richmond and 16th largest in the Commonwealth of Virginia Deep, talented leadership team with the ability to take the Company to the next level Emerging growth story with significant opportunities in Richmond and Hampton Roads markets Ability to realize scale from recent infrastructure investments The Company expects improving profitability in near term quarters as investments in Richmond and Hampton Roads markets are realized

 

 

Leadership

 

 

21 Randal R. “Randy” Greene – Vice Chairman, President & Chief Executive Officer Mr. Greene is the President and CEO of Bay Banks of Virginia. He serves on the Boards of Bay Banks, Virginia Commonwealth Bank and VCB Financial Group. He joined the family of companies in the fall of 2011. Randy received his Bachelor of Business Administration from East Tennessee State University in 1982 and began his banking career in 1984. Prior to joining Bay Banks, Randy was a Regional President of State of Franklin Bank, a division of Jefferson Federal Bank in Johnson City, Tennessee. Fr om 1996 to 2008, he was President and CEO, Director and Founder of State of Franklin Savings Bank and Chairman of its Executive Committee. Randy has substantial knowledge of successfully growing a community bank with experience in all areas of banking, including managing multiple teams, as a senior credit officer with years of direct experience working with regulator y agencies, 25 years of lending experience, and has been directly responsible for managing the asset quality of a $350 million community bank. He was awarded 2015 Outstanding Alumni for the College of Business at Eastern Tennessee State University. C. Frank Scott, III – Chairman of the Board & President of Virginia Commonwealth Bank Mr. Scott is currently the Chairman of the Board, Chairman of VCB Financial Group and President of Virginia Commonwealth Bank. Before the merger with Virginia Bancorp, he was the Chief Executive Officer of Virginia Commonwealth Bank and served on the Board since 1987. He worked at Virginia Commonwealth Bank since 1999, before becoming CEO in 2011. He is the past President of the Petersburg Lions Club, the Southside Virginia Association of Realtors, and the Tri Cities Independent Insura nce Agent’s Association. He is currently a Member of the Board of the Appomattox Educational Foundation, the Prince George Alliance for Education Association, and the Richard Bland College Foundation. He is a Member of Redeemer Lutheran Church in Midlothian, Virginia and currently serves as a Member of the Board and as Treasurer. He received his BS degree in Finance from Virginia Tech in 1974 and his MA from the Charles F. Dolan School of Business at Fairfield University in Fairfield, Connecticut in 2003. Judy C. Gavant, CPA – Chief Financial Officer Ms. Gavant joined in March 2018 as Chief Financial Officer of Bay Banks of Virginia, Virginia Commonwealth Bank and VCB Financial Group. She brings more than 36 years experience in accounting, taxation, finance, and M&A. Ms. Gavant most recently served as Senior Vice President, Controller, and Chief Accounting Officer at Xenith Bankshares, Inc., which grew fro m $350 million in assets to over $3.0 billion in assets during her seven - year tenure. Prior to Xenith, Ms. Gavant served in a vari ety of leadership roles with both early - stage businesses and Fortune 500 corporations. She began her career with PriceWaterhouseCoopers LLP, where she served in the firm’s audit and tax practices over a nine - year period, and holds a BS in Accounting from Louisiana State University and a MS in Taxation from Virginia Commonwealth University. Leadership

 

 

22 Douglas F. Jenkins, Jr. – Chief Banking Officer Mr. Jenkins serves as Executive Vice President and Chief Banking Officer of Virginia Commonwealth Bank and Bay Banks of Virginia. Prior to the merger with Virginia Bancorp, he was Executive Vice President and Chief Banking Officer of Bank of Lancaster. Mr. Jenkins served as Senior Vice President of Bank of Lancaster from December 2009 until December 2011 and served as Senior Lending Officer from May 2008 until April 2013. From June 2011 until April 2013, he served as Retail Delivery Administrator. Prior to joining Bank of Lancaster in 2006 as a Vice President and Business Development Officer, Mr. Jenkins was a Vice President at SunTrust Bank, where he was a member of its Financial Institutions Group. Andrew G . Ferguson – Chief Credit Officer Mr . Ferguson a 33 - year banking veteran, has joined Virginia Commonwealth Bank as Executive Vice President, Chief Credit Officer . Prior to joining Virginia Commonwealth Bank, Mr . Ferguson began his banking career in Richmond at First Market Bank . He most recently served as Chief Credit Officer at The Heritage Bank in Georgia and previously worked as Executive Vice President, Chief Credit Officer at First Capital Bank in Richmond . Mr . Ferguson is a graduate of the University of Virginia and earned an MBA in Economics from the University of Richmond – Robins School of Business . C . Rodes “Dusty” Boyd, Jr . – Chief Lending Officer Mr. Boyd has served as Executive Vice President and Chief Lending Officer of Virginia Commonwealth Bank since April 2017. Mr. Boyd joined Virginia Commonwealth Bank in April 2011 as Executive Vice President and Chief Credit Officer, a role he served in until July 2012. Prior to joining Virginia Commonwealth Bank, Mr. Boyd was a Vice President in Commercial Banking with The Bank of Richmond and Gateway Bank from 2002 until 2009, and was the Richmond Market President for the Bank of Hampton Roads from March 2009 through December 2010. Mr. Boyd is currently serving a two - year term as Chairman of the Lending Executive Committee for the Virginia Bankers Association. Mr. Boyd is a graduate of the Virginia Military Institute and earned an MBA in Economics from the University of Richmond – Robins School of Business. Leadership (continued)

 

 

23 Leadership (continued) William (Bill) J. Callaghan – Chief Administrative Officer A 38 - year banking veteran, Mr. Callaghan joined Virginia Commonwealth Bank in March 2018 as Executive Vice President, Chief Administrative Officer. In this position, he is one of our executives who oversees day - to - day administrative operations of our Bank, which includes deposits, loans, mortgages, wealth management, human resources and compliance. Callaghan has over 35 years of progressive management experience within the financial services industry. He has been responsible for managing and overseeing 15+ core system conversions successfully. Callaghan most recently served as Senior Vice President, Chief Information Officer of Xenith Bank in Richmond. He was one of the original members of their Executive Team to assist in the start - up of Xenith. One of his initial tasks was to build the Technology and Operations platform. Callaghan built the infrastructure to be scalable and flexible to support a fast growing multi - billion - dollar financial institut ion without compromising on efficiency, productivity or security. Eric F . Nost – President & Chief Executive Officer of VCB Financial Group Mr. Nost, a financial services executive with over 30 years experience, leads Bay Banks’ wealth management subsidiary, VCB Financial Group, as President and CEO. Prior to Bay Banks, he managed a bank - owned investment firm, C&F Wealth Management Corp., building it to over $400 million in assets under management. A U.S. Navy veteran, Mr. Nost is a graduate of Virginia Military Institute, earned an MBA degree from Liberty University, and is a Certified Financial Planner.

 

 

Appendix

 

 

25 Non - GAAP Reconciliation Notes: Set forth above are calculations of each of the non - GAAP financial measures included in the presentation. Management believes that these non - GAAP measures are meaningful because management uses them 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 . (1) Tax rate of 34% assumed in years through 2017 and 21% in 2018 and 2019. Non-GAAP Reconciliation (Unaudited) Year Ended Year Ended Year Ended Year Ended Year Ended YTD Sept. (Dollars in thousands, except per share data) 12/31/2014 12/31/2015 12/31/2016 12/31/2017 12/31/2018 2019 Profitability Measures Net Income (Loss) - GAAP 2,535$ (1,272)$ 3,878$ 5,056$ Less: Merger-related expenses (MRE) (575) (1,976) (363) - Less: Early Retirement Program Expenses - - (483) - Taxes (1) 195 672 178 - Net Income (Loss) excluding MRE 2,915$ 32$ 4,546$ 5,056$ Average Assets 464,011$ 763,443$ 999,895$ 1,101,323$ Return on Average Assets excl. MRE 0.63% 0.00% 0.45% 0.61% Average Equity 40,974$ 80,503$ 115,468$ 120,705$ Return on Average Equity excl. MRE 7.11% 0.04% 3.94% 5.58% Average Dilutive Shares Outstanding 4,799,946 9,399,223 13,122,136 13,092,367 Diluted Earnings Per Share excl. MRE $0.61 $0.00 $0.35 $0.39 Tangible Book Value Per Share Total shareholders' equity 39,239$ 39,569$ 41,705$ 114,554$ 117,476$ 124,857$ Less: intangible assets, net of deferred tax liability on core deposit intangible (1) 2,808 2,808 2,808 12,737 12,106 11,697 Tangible shareholders' equity 36,431$ 36,761$ 38,897$ 101,817$ 105,370$ 113,160$ Shares outstanding at end of period 4,817,856 4,774,856 4,774,856 13,203,605 13,201,682 13,334,302 Tangible book value per share 7.56$ 7.70$ 8.15$ 7.71$ 7.98$ 8.49$ Noninterest Expense / Avg. Assets Total noninterest expense 15,233$ 26,924$ 32,119$ 22,668$ Less: Merger-related expenses (MRE) (575) (1,976) (363) - Less: Early Retirement Program Expenses - - (483) - Operating noninterest expense 14,658$ 24,948$ 31,273$ 22,668$ Net Interest income 14,411 27,699 33,578 26,190 Noninterest income 4,610 3,684 4,303 3,585 Adjusted efficiency ratio 77.1% 79.5% 82.6% 76.1% Efficiency ratio - GAAP 80.1% 85.8% 84.8% 76.1% Average Assets 464,011$ 763,443$ 999,895$ 1,101,323$ Adjusted Noninterest Expense / Avg. Assets 3.16% 3.27% 3.13% 2.74%

 

 

26 Non - GAAP Reconciliation Notes: Set forth above are calculations of each of the non - GAAP financial measures included in the presentation. Management believes that these non - GAAP measures are meaningful because management uses them 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 . Non-GAAP Reconciliation (Unaudited) (Dollars in thousands) 9/30/2018 12/31/2018 3/31/2019 6/30/2019 9/30/2019 Pre-tax, pre-loan loss provision income Net income 1,026$ 782$ 1,492$ 1,723$ 1,841$ Add: Income tax expense (benefit) 198 (112) 337 395 448 Add: Provision for loan losses 509 870 314 62 495 Pre-tax, pre-loan loss provision income 1,733$ 1,540$ 2,143$ 2,180$ 2,784$ As of and for the Three Months Ended

 

 

www.baybanks.com www.vcb.bank Contact Information Randy Greene Vice Chairman, President & Chief Executive Officer 804 - 435 - 4102 [email protected] Judy Gavant Executive Vice President & Chief Financial Officer 804 - 518 - 2606 [email protected]

 

 

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