8-K
Blue Ridge Bankshares, Inc. (BRBS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 2019
BLUE RIDGE BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
| Virginia | 001-39165 | 54-1470908 |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission<br><br><br>File Number) | (I.R.S. Employer<br><br><br>Identification No.) |
| 1807 Seminole Trail<br><br><br>Charlottesville, Virginia | 22901 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (540)743-6521
17 West Main Street, Luray, Virginia
(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:
| ☐ | 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<br>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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br><br>Symbol(s) | Name of each exchange<br><br><br>on which registered |
|---|---|---|
| Common stock, no par value | BRBS | NYSE American |
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 2.02. | Results of Operations and Financial Condition. |
|---|
On February 10, 2020, Blue Ridge Bankshares, Inc. (the “Company”) issued a press release reporting its financial results for the period ended December 31, 2019. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated by reference into this Item 2.02.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. The following exhibit is being furnished pursuant to Item 2.02 above. |
| --- | --- |
| Exhibit<br> No. | Description |
| --- | --- |
| 99.1 | Press release dated February 10, 2020. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLUE RIDGE BANKSHARES, INC. | ||
|---|---|---|
| (Registrant) | ||
| Date: February 14, 2020 | By: | /s/ Amanda G. Story |
| Amanda G. Story | ||
| Chief Financial Officer |
EX-99.1
Exhibit 99.1
Blue Ridge Bankshares, Inc. Releases 2019 4^th^ Quarter and Year End Results
Company Release – 2/10/20
CHARLOTTESVILLE, VA – Blue Ridge Bankshares, Inc. (NYSEAM: BRBS) (the “Company”), parent company of Blue Ridge Bank, N.A., announced today its unaudited financial results for the fourth quarter and year ended December 31, 2019. The Company reported net income of $4.8 million for the year ended December 31, 2019, or $1.16 per common share, compared to net income of $4.6 million, or $1.64 per common share, for the year ended December 31, 2018. The Company’s shares outstanding increased 2.8 million during 2019, 1.5 million from the common stock raise in early 2019 and an additional 1.3 million related to the acquisition of Virginia Community Bankshares, Inc. (“VCB”) in December 2019. Earnings for the fourth quarter ended December 31, 2019 were $745 thousand, or $0.15 per common share, compared to net income of $986 thousand, or $0.35 per common share, for the fourth quarter ended December 31, 2018. The Company declared a quarterly dividend of $0.1425 during the fourth quarter of 2019, an increase of 1.79% compared to the 2018 fourth quarter dividend of $0.1400 per share. The dividend yield is 2.69% based on the closing share price of $21.19 on February 7, 2020.
Selected Highlights:
Closing on Acquisition ofVCB: The transaction closed on December 15, 2019.
Substantial Asset Growth: Total assets increased $421.7 million, or 78.2%, during 2019, with $178.9 million, or 33.2%, representing growth prior to the acquisition of VCB.
Strong Loan Growth: Total loans held for investment increased $232.0 million, or 56.0%, during 2019, with $59.1 million, or 14.3%, representing growth prior to the acquisition of VCB. Loans held for sale increased $26.4 million, or 90.4%, during 2019.
Considerable Deposit Growth: Total deposits increased $307.0 million, or 74.0%, during 2019, with $89.0 million, or 21.5%, representing growth prior to the acquisition of VCB.
“We ended the fourth quarter of 2019 on a momentous note, the closing on the acquisition of Virginia Community Bankshares, Inc.,” stated President and Chief Executive Officer Brian K. Plum. “The Company recently completed the core integration of VCB into Blue Ridge Bank at the end of January 2020 and has been focused on ensuring a smooth transition for the VCB customer base. We are excited to have this huge milestone completed and look forward to realizing the synergies from the combination of these two strong institutions in the coming quarters.”
Income Statement
Net interest income increased $4.1 million, or 23.6%, during the year ended December 31, 2019 compared to year ended December 31, 2018. During the fourth quarter of 2019, net interest income was $5.9 million compared to $4.8 million during the fourth quarter of 2018, an increase of $1.1 million, or 22.9%. Approximately $365 thousand of net interest income is related to the acquisition of VCB since the merger date.
The Company experienced significant growth in certain other income sources in 2019. Earnings on investment in bank owned life insurance increased $769 thousand, or 383.5%, primarily due to the recognition of life insurance proceeds of approximately $700 thousand. The combination of mortgage brokerage income and gain on sale of mortgages increased $7.2 million in 2019, or 99.0%, compared to 2018, and $1.1 million, or 44.6%, during the fourth quarter of 2019 compared to the fourth quarter of 2018. This increase is largely attributable to a steady growth in volume throughout 2019 due to the expansion of the Company’s mortgage division in the latter part of 2018. Approximately $438 thousand of net income for the year ended December 31, 2019 is attributable to the Company’s mortgage division compared to $404 thousand in 2018.
Salaries and employee benefit expenses increased $7.5 million, or 63.3%, for the year ended December 31, 2019. This increase is primarily attributable to the expansion of the mortgage division as well as building the Company’s infrastructure to support continued growth. Salaries and employee benefits for the fourth quarter of 2019 were $5.2 million compared to $3.7 million in the fourth quarter of 2018, an increase of $1.5 million, or 39.7%.
Occupancy expenses increased $923 thousand, or 57.2%, for the year ended December 31, 2019 compared to 2018. Occupancy expenses were $670 thousand for the fourth quarter of 2019 compared to $498 thousand during the fourth quarter of 2018, an increase of $172 thousand, or 34.6%. This increase is attributable to more leased locations to support the Company’s growth. The Company did not pick up any additional leases of significance with the acquisition of VCB, as most of the locations were owned instead of leased.
Data processing costs increased by $792 thousand, or 71.3%, for the year ended December 31, 2019 compared to 2018. Included in this increase were one-time costs associated with the core system integration related to the acquisition of VCB in the amount of $368 thousand. Data processing costs for the fourth quarter of 2019 were $833 thousand compared to $308 thousand in the fourth quarter of 2018, an increase of $526 thousand, or 170.9%.
Other contractual services increased $1.4 million, or 253.7%, for the year ended December 31, 2019 compared to 2018. Almost all of this increase was attributable to costs related to the acquisition of VCB, which totaled $1.3 million in this category. Other contractual services for the fourth quarter 2019 were $825 thousand compared to $102 thousand in the fourth quarter of 2018, an increase of $723 thousand, or 707.9%.
Asset Quality
The Company’s provision for loan losses amounted to $1.7 million in 2019 compared to $1.2 million in 2018. For the fourth quarter ended December 31, 2019, the Company added $277 thousand compared to $585 thousand in the fourth quarter of 2018. The Company’s allowance provision does not consider the VCB loan portfolio as those loans were appropriately marked in accordance with U.S. generally accepted accounting principles (“GAAP”) as part of the purchase accounting for the merger. Nonperforming loans and loans 90 days or more past due totaled $6.9 million, which includes VCB loans of $1.1 million, at December 31, 2019. This same category of loans totaled $7.7 million at December 31, 2018. The Company had no other real estate owned balances at December 31, 2019 and a balance of $134 thousand at December 31, 2018.
| Financial Highlights (Unaudited) | Three Months Ended | Twelve Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12/31/2019 | 12/31/2018 | 12/31/2019 | 12/31/2018 | |||||||||
| (Dollars in thousands, except per share data) | ||||||||||||
| Net income | $ | 745 | $ | 986 | $ | 4,816 | $ | 4,573 | ||||
| Net income available to common stockholders | $ | 742 | $ | 980 | $ | 4,792 | $ | 4,559 | ||||
| Earnings per Common Share | $ | 0.15 | $ | 0.35 | $ | 1.16 | $ | 1.64 | ||||
| Dividend per Common Share | $ | 0.1425 | $ | 0.1400 | $ | 0.5700 | $ | 0.5400 | ||||
| Key Ratios | ||||||||||||
| Total stockholders’ equity to assets | 9.63 | % | 7.34 | % | 9.63 | % | 7.34 | % | ||||
| Common stockholders’ equity to assets | 9.60 | % | 7.30 | % | 9.60 | % | 7.30 | % | ||||
| Tangible common equity to tangible assets (1) | 7.20 | % | 6.61 | % | 7.20 | % | 6.61 | % | ||||
| Net Interest Margin (bank level) | 3.77 | % | 4.05 | % | 3.62 | % | 4.06 | % | ||||
| Return on Average Assets | 0.40 | % | 0.82 | % | 0.64 | % | 0.95 | % | ||||
| Return on Average Equity | 4.51 | % | 10.37 | % | 7.29 | % | 12.02 | % | ||||
| Balance At | ||||||||||||
| --- | --- | --- | --- | --- | ||||||||
| 12/31/2019 | 12/31/2018 | |||||||||||
| Total assets | $ | 961,263 | $ | 539,590 | ||||||||
| Total tangible assets (1) | $ | 936,353 | $ | 535,582 | ||||||||
| Net loans held for investment | $ | 642,261 | $ | 411,288 | ||||||||
| Deposits | $ | 722,029 | $ | 415,027 | ||||||||
| Total stockholders’ equity | $ | 92,549 | $ | 39,620 | ||||||||
| Common stockholders’ equity | $ | 92,325 | $ | 39,407 | ||||||||
| Tangible common equity (1) | $ | 67,415 | $ | 35,400 | ||||||||
| Book value per common share | $ | 16.32 | $ | 14.11 | ||||||||
| Tangible book value per common share (1) | $ | 11.91 | $ | 12.68 | ||||||||
| Number of common stock shares outstanding | 5,658,585 | 2,792,885 | ||||||||||
| Number of weighted average common shares Outstanding | 4,146,980 | 2,779,090 | ||||||||||
| (1) | Non-GAAP financial measure. See GAAP to<br>non-GAAP financial measure reconciliation at the end of this release. | |||||||||||
| --- | --- |
Reconciliation of Non-GAAP Disclosures (Unaudited):
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Tangible Common Equity: | ||||||
| Common equity (GAAP) | $ | 92,325 | $ | 39,407 | ||
| Less: Goodwill and Amortizable Intangibles | (24,910 | ) | (4,007 | ) | ||
| Tangible Common equity (non-GAAP) | $ | 67,415 | $ | 35,400 | ||
| Tangible Assets: | ||||||
| Assets (GAAP) | $ | 961,263 | $ | 539,589 | ||
| Less: Goodwill and Amortizable Intangibles | (24,910 | ) | (4,007 | ) | ||
| Tangible assets (non-GAAP) | $ | 936,353 | $ | 535,582 | ||
| Tangible Common Equity Ratio: | ||||||
| Total equity to assets (GAAP) | 9.60 | % | 7.30 | % | ||
| Tangible common equity to tangible assets<br>(non-GAAP) | 7.20 | % | 6.61 | % | ||
| 2019 | 2018 | |||||
| Tangible Book Value Per Share: | ||||||
| Common equity (GAAP) | $ | 92,325 | $ | 39,407 | ||
| Less: Goodwill and Amortizable Intangibles | (24,910 | ) | (4,007 | ) | ||
| Tangible Common equity (non-GAAP) | $ | 67,415 | $ | 35,400 | ||
| Total Shares Outstanding | 5,658,585 | 2,792,885 | ||||
| Book Value per Share (GAAP) | $ | 16.32 | $ | 14.11 | ||
| Tangible Book Value per Share (non-GAAP) | $ | 11.91 | $ | 12.68 |
About Blue Ridge Bankshares, Inc.
Blue Ridge Bankshares, Inc. is a multi-state bank holding company headquartered in Charlottesville, Va. The Company is the parent company of Blue Ridge Bank, N.A., a client-centered financial services company offering commercial banking services throughout Virginia and North Carolina. The bank offers mortgage services across the Mid-Atlantic and Southeast. The bank also offers small business payroll services through Moneywise Payroll Solutions, qualified intermediary services through Exchangers, Ltd., and insurance services through Hammond Insurance Agency. Visit www.mybrb.com for more information.
Non-GAAP Financial Measures
The accounting and reporting policies of the Company conform to 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
This release contains forward-looking statements regarding the Company. Forward-looking statements are typically identified by words such as “believe,” “expect”, “anticipate”, “intend”, “target”, “estimate”, “continue”, “positions”, “prospects”, “potential”, “would”, “should”, “could”, “will” or “may”. These statements include, without limitation, the
Company’s expectations regarding its future financial performance. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, and these statements may not be realized. The following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the businesses of the Company and/or VCB may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the VCB merger may not be fully realized or realized within the expected timeframe; (3) revenues following the VCB merger may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by the VCB merger; (5) changes in interest rates, general economic conditions, legislation and regulation, and monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury, Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve System; (6) the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows, competition, and demand for financial services in the Company’s market areas; (7) the implementation of new technologies, and the ability to develop and maintain secure and reliable electronic systems; (8) accounting principles, policies, and guidelines; and (9) other risk factors detailed from time to time in filings made by the Company with the Securities and Exchange Commission (“SEC”) and available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.
Contact
Amanda G. Story, Chief Financial Officer
540-843-5208
SOURCE: Blue Ridge Bankshares, Inc.
BLUE RIDGE BANKSHARES, INC.
CONSOLIDATED BALANCE SHEETS
| (Unaudited) | (Audited) | |||||
|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||
| 2019 | 2018 | |||||
| ASSETS | ||||||
| Cash and due from banks | $ | 60,026,071 | $ | 15,025,651 | ||
| Federal funds sold | 480,000 | 546,000 | ||||
| Investment securities | 128,896,819 | 58,750,128 | ||||
| Loans held for sale | 55,646,215 | 29,233,325 | ||||
| Loans held for investment | 646,833,864 | 414,867,966 | ||||
| Allowance for loan losses | (4,572,371 | ) | (3,579,716 | ) | ||
| Net Loans Held for Investment | 642,261,493 | 411,288,250 | ||||
| Bank premises and equipment, net | 13,650,556 | 3,343,030 | ||||
| Bank owned life insurance | 14,734,261 | 8,454,893 | ||||
| Goodwill | 21,192,137 | 2,694,164 | ||||
| Other assets | 24,375,576 | 10,254,083 | ||||
| Total Assets | $ | 961,263,128 | $ | 539,589,524 | ||
| LIABILITIES | ||||||
| Deposits | $ | 722,028,934 | $ | 415,026,585 | ||
| Other borrowed funds | 124,800,000 | 73,100,000 | ||||
| Subordinated debt, net of issuance costs | 9,800,434 | 9,766,554 | ||||
| Other liabilities | 12,084,640 | 2,076,246 | ||||
| Total liabilities | 868,714,008 | 499,969,385 | ||||
| STOCKHOLDERS’ EQUITY | ||||||
| Common stock and surplus | 66,456,282 | 16,703,995 | ||||
| Retained earnings | 25,639,501 | 23,321,026 | ||||
| Accumulated other comprehensive income | 229,051 | (617,926 | ) | |||
| Total Stockholders’ Equity | 92,324,834 | 39,407,095 | ||||
| Noncontrolling interest | 224,286 | 213,044 | ||||
| Total Equity | 92,549,120 | 39,620,139 | ||||
| Total Liabilities and Equity | $ | 961,263,128 | $ | 539,589,524 |
BLUE RIDGE BANKSHARES, INC.
CONSOLIDATED INCOME STATEMENTS
| (Unaudited) | (Audited) | |||||
|---|---|---|---|---|---|---|
| Year | Year | |||||
| Ended | Ended | |||||
| December 31, 2019 | December 31, 2018 | |||||
| Interest Income | $ | 30,887,722 | $ | 22,436,561 | ||
| Interest Expense | 9,519,618 | 5,151,805 | ||||
| Net Interest Income | 21,368,104 | 17,284,756 | ||||
| Provision For Loan Losses | 1,742,248 | 1,225,000 | ||||
| Net Interest Income after Provision for Loan Losses | 19,625,856 | 16,059,756 | ||||
| Other Income | 19,435,396 | 10,122,671 | ||||
| Other Expenses | 32,854,400 | 20,462,573 | ||||
| Income Before Income Taxes | 6,206,852 | 5,719,854 | ||||
| Income Tax Expense | 1,390,850 | 1,147,145 | ||||
| Net Income | 4,816,002 | 4,572,709 | ||||
| Net Income attributable to noncontrolling interest | (24,242 | ) | (13,440 | ) | ||
| Net Income attributable to Blue Ridge Bankshares, Inc. | $ | 4,791,760 | $ | 4,559,269 | ||
| Net Income Available to Common Stockholders | $ | 4,791,760 | $ | 4,559,269 | ||
| Earnings per Share | $ | 1.16 | $ | 1.64 | ||
| Weighted Average Shares Outstanding | 4,146,980 | 2,779,090 |
BLUE RIDGE BANKSHARES, INC.
CONSOLIDATED INCOME STATEMENTS
| (Unaudited) | (Unaudited) | |||||
|---|---|---|---|---|---|---|
| Three Months | Three Months | |||||
| Ended | Ended | |||||
| December 31, 2019 | December 31, 2018 | |||||
| Interest Income | $ | 8,457,264 | $ | 6,373,548 | ||
| Interest Expense | 2,576,547 | 1,587,961 | ||||
| Net Interest Income | 5,880,717 | 4,785,587 | ||||
| Provision For Loan Losses | 277,248 | 585,000 | ||||
| Net Interest Income after Provision for Loan Losses | 5,603,469 | 4,200,587 | ||||
| Other Income | 5,180,280 | 3,114,018 | ||||
| Other Expenses | 9,636,938 | 6,125,593 | ||||
| Income Before Income Taxes | 1,146,811 | 1,189,012 | ||||
| Income Tax Expense | 401,554 | 203,399 | ||||
| Net Income | 745,257 | 985,613 | ||||
| Net Income attributable to noncontrolling interest | (2,991 | ) | (5,828 | ) | ||
| Net Income attributable to Blue Ridge Bankshares, Inc. | $ | 742,266 | $ | 979,785 | ||
| Net Income Available to Common Stockholders | $ | 742,266 | $ | 979,785 | ||
| Earnings per Share | $ | 0.15 | $ | 0.35 | ||
| Weighted Average Shares Outstanding | 4,588,271 | 2,795,303 |