VABK Virginia National Bankshares Corporation

CHARLOTTESVILLE, Va., Oct. 29, 2021 /PRNewswire/ -- Virginia National Bankshares Corporation (NASDAQ: VABK) (the "Company") today reported net income of $3.1 million, or $0.59 per diluted share, for the quarter ended September 30, 2021, which is a 68% increase compared to net income of $1.9 million, or $0.69 per diluted share, recognized for the quarter ended September 30, 2020.  Note that the decline in net income per diluted share for the periods noted was driven by the increase in number of shares outstanding as result of the merger with Fauquier Bankshares, Inc. ("Fauquier").  Excluding merger costs, the Company would have posted net income of $4.6 million, or $0.86 per diluted share, (a non-GAAP financial measure)¹ for the quarter ended September 30, 2021.  Return on average assets ("ROAA") of 0.65% for the three months ended September 30, 2021 would have amounted to 0.95% excluding merger expenses (a non-GAAP financial measure),¹ compared to 0.89%, or 1.05% excluding merger expenses (a non-GAAP financial measure),¹ in the three months ended September 30, 2020. 

"During the quarter, we incurred the remaining substantial merger related expenses while posting strong net income, continuing to build value for our shareholders," said Glenn W. Rust, President and Chief Executive Officer.

Dividend Reinvestment Plan

As previously announced, the Company has established a dividend reinvestment & direct stock purchase and sale plan for registered shareholders, which will be administered by the Company's transfer agent, American Stock Transfer & Trust Company (AST).  Under the plan, registered shareholders will have the ability to reinvest their VABK cash dividends into, as well as make purchases and sales of, VABK common stock, which will be effected by AST on behalf of the shareholder on the open market.  The plan is now available for registered shareholders who wish to enroll in the plan. Registered shareholders can go to www.astfinancial.com for more information and to review the plan brochure, or can call toll-free at 800-278-4353.  Fees and commissions will apply.

Results of Operations

• The Company incurred $1.9 million in pre-tax merger expenses during the third quarter of 2021 related to the merger, which closed on April 1, 2021. The majority of such merger expenses relate to a change-of-control payment, severance and stay-put bonuses. This post-tax expense of $1.4 million represents $0.27 per diluted share.

• The Company has begun realizing savings associated with the merger and expects to realize significant additional savings over the next year. Full-time equivalent employee headcount was 215 as of April 1, 2021 and 188 as of September 30, 2021.

• Return on average assets ("ROAA") for the third quarter of 2021 declined to 0.65% compared to 0.89% realized in the same period in the prior year, primarily due to the significant increase in assets as a result of the merger. ROAA excluding the impact of merger expenses (a non-GAAP financial measure) would have been 0.95% for the third quarter of 2021. ¹

• Return on average equity ("ROAE") for the third quarter of 2021 declined to 7.70% compared to 9.18% realized in same period in the prior year, primarily due to the significant increase in equity as a result of the merger. ROAE excluding the impact of merger expenses (a non-GAAP financial measure) would have been 11.23% for the third quarter of 2021. ¹

• The efficiency ratio on a fully tax equivalent basis ("FTE") (a non-GAAP financial measure) was 75.2% for the three months ended September 30, 2021, compared to 65.7% for the three months ended September 30, 2020, due to the additional merger expenses incurred. ¹

Loans and Asset Quality

• Gross loans outstanding at September 30, 2021 totaled $1.1 billion, an increase of $503 million, or 83%, compared to September 30, 2020. The increase is due to the acquisition of The Fauquier Bank ("TFB"), which added $602.6 million of loan balances, net of the fair value mark, on the consolidated balance sheet beginning April 1, 2021, but was offset by the decline in outstanding balances of Paycheck Protection Program loans of $50.1 million from the same period in the prior year, due to loan forgiveness.

• Loan deferrals declined to $1.2 million as of September 30, 2021, from $9.4 million as of September 30, 2020. Only three loans remain in deferral status as of September 30, 2021, and only $28 thousand of this balance is not government guaranteed.

• Non-accrual loans, comprised of only two loans, was $777 thousand as of September 30, 2021, compared to $9 thousand as of September 30, 2020. Purchased credit impaired ("PCI") loans from TFB which are currently in non-accrual status are not included in this figure.

• Loans 90 days or more past due and still accruing interest amounted to $1.0 million as of September 30, 2021, compared to $137 thousand as of December 31, 2020 and $61 thousand as of September 30, 2020. The September 30, 2021 balance includes a government-guaranteed loan in the amount of $548 thousand. The portfolio only includes three non-insured student loans that are 90 days or more past due and still accruing interest, amounting to $31 thousand. Loans acquired from TFB which are greater than 90 days past due and still accruing interest are included in this figure, net of their fair value mark.

• The period-end allowance for loan losses ("ALLL") as a percentage of total loans was 0.51% as of September 30, 2021, 0.90% as of December 31, 2020 and 0.84% as of September 30, 2020. The decrease is the result of bringing the TFB loans onto the Company's balance sheet at fair value, with a credit and liquidity mark of $21.3 million effective April 1, 2021. The ALLL as a percentage of loans, excluding the impact of the acquired loans and fair value mark (a non-GAAP financial measure)¹, would have been 0.90% as of September 30, 2021, and the ALLL as a percentage of total loans, excluding PPP loans (a non-GAAP financial measure)¹, would have been 0.52% as of September 30, 2021.

• A provision for loan losses of $267 thousand was recognized during the three months ended September 30, 2021, compared to $224 thousand recognized in the three months ended September 30, 2020.

Net Interest Income

• Net interest income for the three months ended September 30, 2021 of $13.5 million increased $7.5 million from $6.0 million, or 123%, compared to the three months ended September 30, 2020, due to the inclusion of TFB's interest income and expense for the current year and the lower rates paid on deposits as compared to the prior year.

• The fair value accretion on loans acquired positively impacted net interest income by 27 basis points ("bps") during the current quarter.

• The combined company is benefitting from the lower cost of funds experienced by TFB, as well as lower interest rates paid overall, as interest expense only increased period over period by 39%. This is despite the growth in average interest bearing liabilities of $682 thousand, or 125%, from the three months ended September 30, 2020 to the three months ended September 30, 2021 as a result of the merger.

• Also during the three months ended September 30, 2021, the Company prepaid 100% of its outstanding FHLB advances, which positively impacted interest expense by $416 thousand as a result of accelerating the fair value accretion on such TFB debt. A prepayment penalty in the amount of $243 thousand was incurred and is reported in noninterest expense, netting to an overall gain on the transaction of $173 thousand.

• The cost of funds of 20 bps incurred in the three months ended September 30, 2021 decreased 18 bps from 38 bps in the same period in 2020, due to lower rates paid on deposit accounts, coupled with the acceleration of the fair value accretion related to the payoff of FHLB advances, as noted above.

• Low-cost deposits, which include noninterest checking accounts and interest-bearing checking, savings and money market accounts, remained in excess of 86% of total deposits at September 30, 2021 and 2020.

Noninterest Income

Noninterest income for the three months ended September 30, 2021 increased $2.1 million, or 144%, compared to the three months ended September 30, 2020 primarily due to the inclusion of TFB's wealth management fees, advisory and brokerage income, deposit fees and debit card income.  In addition, during the three months ended September 30, 2021, the Company realized a second partial recovery of $401 thousand of unearned insurance premiums related to the loss of insurance on the student loan portfolio and received a recovery of $312 thousand from a TFB loan that was charged off prior to April 1, 2021.  Swap fee income declined $320 thousand, as swap arrangements are not as attractive to borrowers in the current rate environment.

Noninterest Expense

Noninterest expense for the three months ended September 30, 2021 increased $7.9 million, or 160%, compared to the three months ended September 30, 2020, due to an increase of $1.3 million of merger expenses, in addition to the inclusion of Fauquier's noninterest expense.   

Book Value

Book value per share was $30.13 as of September 30, 2021 and $29.64 as of September 30, 2020.  Tangible book value per share (a non-GAAP financial measure)¹ as of September 30, 2021 was $26.92 compared to $29.37 as of September 30, 2020, declining due to the impact of goodwill and other intangible assets recorded upon the acquisition of Fauquier.   These amounts are impacted by the increase in shares outstanding as a result of the merger.

Income Taxes

The effective tax rate for the three months ended September 30, 2021 amounted to 19.4%, compared to 19.2% for the three months ended September 30, 2020. 

Dividends

Cash dividends of $1.6 million were declared during the third quarter of 2021. 

About Virginia National Bankshares Corporation

Virginia National Bankshares Corporation, headquartered in Charlottesville, Virginia, is the bank holding company for Virginia National Bank. The Bank has eleven banking offices throughout Fauquier and Prince William counties, four banking offices in Charlottesville and Albemarle County, and one banking office in Winchester, and offers loan, deposit and treasury management services in Richmond, Virginia.  The Bank offers a full range of banking and related financial services to meet the needs of individuals, businesses and charitable organizations, including the fiduciary services of VNB Trust and Estate Services and of TFB Trust and Estate Management.  The Bank also offers, through its networking agreements with third parties, investment advisory and other investment services under Sturman Wealth Advisors.  Investment management services are offered through Masonry Capital Management, LLC, a registered investment adviser and wholly-owned subsidiary of the Company.

The Company's common stock trades on the Nasdaq Capital Market under the symbol "VABK."  Additional information on the Company is also available at www.vnbcorp.com.

Non-GAAP Financial Measures

The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles ("GAAP") and prevailing practices in the banking industry. However, management uses certain non-GAAP measures to supplement the evaluation of the Company's performance. Management believes presentations of these non-GAAP financial measures provide useful supplemental information that is essential to a proper understanding of the operating results of the Company's core businesses. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Reconciliations of GAAP to non-GAAP measures are included at the end of this release.

Forward-Looking Statements; Other Information

Certain statements in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, statements with respect to the Company's operations, performance, future strategy and goals, and are often characterized by use of qualified words such as "expect," "believe," "estimate," "project," "anticipate," "intend," "will," "should," or words of similar meaning or other statements concerning the opinions or judgement of the Company and its management about future events. While Company management believes such statements to be reasonable, future events and predictions are subject to circumstances that are not within the control of the Company and its management.  Actual results may differ materially from those included in the forward-looking statements due to a number of factors, including, without limitation, the effects of and changes in: general economic and market conditions, including the effects of declines in real estate values, an increase in unemployment levels and general economic contraction as a result of COVID-19 or other pandemics; fluctuations in interest rates, deposits, loan demand, and asset quality; assumptions that underlie the Company's allowance for loan losses; the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts or public health events (e.g., COVID-19 or other pandemics), and of governmental and societal responses thereto; the performance of vendors or other parties with which the Company does business; competition; technology; changes in laws, regulations and guidance; changes in accounting principles or guidelines; performance of assets under management;  expected revenue synergies and cost savings from the recently completed merger with Fauquier may not be fully realized or realized within the expected timeframe; the businesses of the Company and Fauquier may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; revenues following the merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the merger; and other factors impacting financial services businesses.  Many of these factors and additional risks and uncertainties are described in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and other reports filed from time to time by the Company with the Securities and Exchange Commission. These statements speak only as of the date made, and the Company does not undertake to update any forward-looking statements to reflect changes or events that may occur after this release.