FVCBankcorp, Inc 8-K, filed Nov 5, 2021
FVCBankcorp, Inc. (FVCB)
About this 8-K
FVCBankcorp, Inc filed this 8-K on November 5, 2021, reporting on events of November 4, 2021.
Items reported
- Item 2.02: Financial results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| 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) |
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Securities Registered under Section 12(b) of the Act:
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| Item 2.02 | Results of Operations and Financial Condition. |
On November 4, 2021, FVCBankcorp, Inc. (the “Company”) issued a press release reporting its financial results for the period ended September 30, 2021. 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 8.01 | Other Events. |
On November 4, 2021, the Company and Blue Ridge Bankshares, Inc. (“BRBS”) issued a joint press release announcing an update to their previously announced business combination. A copy of the press release is being furnished as Exhibit 99.2 to this report and is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated November 4, 2021. | |
| 99.2 | Joint Press Release of FVCBankcorp, Inc. and Blue Ridge Bankshares, Inc., dated November 4, 2021. | |
| 104 | The cover page from the Company’s Form 8-K with a date on report of November 4, 2021, formatted in Inline Extensible Business Reporting Language (included with the Inline XBRL document). |
Important Information and Where to Find It:
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy securities of the Company or BRBS or a solicitation of any vote or approval. In connection with the proposed merger, BRBS intends to file with the SEC a registration statement on Form S-4, which will include a joint proxy statement/ prospectus to be mailed to shareholders of both the Company and BRBS. SECURITY HOLDERS OF THE COMPANY AND BRBS ARE ADVISED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/ PROSPECTUS WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE COMPANY, BRBS AND THE PROPOSED MERGER TRANSACTION. Security holders may obtain free copies of these documents, once they are filed, and other documents filed with the SEC on the SEC’s website at http://www.sec.gov. Security holders will also be able to obtain these documents, once they are filed, free of charge, by requesting them in writing from Brian K. Plum, Blue Ridge Bankshares, Inc., 17 West Main Street, Luray, Virginia 22835, or by telephone at (540) 743-6521, or from David W. Pijor, FVCBankcorp, Inc., 11325 Random Hills Road, Fairfax, Virginia 22030 or by telephone at (703) 436-3800.
The Company, BRBS and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company and BRBS in connection with the proposed merger. Information about the directors and executive officers of the Company and their ownership of the Company’s common stock is set forth in the Company’s proxy statement in connection with its annual meeting of shareholders, as previously filed with the SEC on April 8, 2021. Information about the directors and executive officers of BRBS and their ownership of BRBS’s common stock is set forth in BRBS’s proxy statement in connection with its annual meeting of shareholders, as previously filed with the SEC on April 30, 2021. Additional information regarding the interests of those persons and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed merger when it becomes available. You may obtain free copies of each document as described in the preceding paragraph.
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 hereunto duly authorized.
| FVCBANKCORP, INC. | ||
| By: | /s/ Jennifer L. Deacon | |
| Jennifer L. Deacon, Executive Vice President and Chief Financial Officer | ||
| Dated: November 5, 2021 | ||
Exhibit 99.1
PRESS RELEASE
For further information, contact:
David W. Pijor, Esq., Chairman and Chief Executive Officer
Phone: (703) 436-3802
Email: dpijor@fvcbank.com
Patricia A. Ferrick, President
Phone: (703) 436-3822
Email: pferrick@fvcbank.com
FOR IMMEDIATE RELEASE – November 4, 2021
FVCBankcorp, Inc. Announces Third Quarter 2021 Earnings;
Record Quarterly and Year-to-Date Operating Earnings for 2021
Fairfax, VA-FVCBankcorp, Inc. (NASDAQ: FVCB) (the “Company”) today reported third quarter 2021 net income of $4.7 million, or $0.32 diluted earnings per share, compared to $3.9 million, or $0.28 diluted earnings per share, for the quarterly period ended September 30, 2020, an increase of 21%. For the nine months ended September 30, 2021, the Company reported net income of $15.4 million, or $1.06 diluted earnings per share, compared to $10.5 million or $0.74 diluted earnings per share, for the same period of 2020, a year-over-year increase of $4.9 million, or 47%. Net income for the three and nine months ended September 30, 2021 include merger-related expenses of $1.1 million which are associated with the Company’s previously announced proposed merger (the “merger”) with Blue Ridge Bankshares, Inc. (NYSEAM:BRBS) (“Blue Ridge”), and $380 thousand of accelerated recognition of debt issuance costs related to its 2016 subordinated debt issuance, which was redeemed at the Company’s option on September 30, 2021.
Operating earnings, which exclude merger-related expenses and accelerated debt issuance costs, net of tax, for the three months ended September 30, 2021 and 2020 were $5.8 million and $3.9 million, respectively, an increase of $1.9 million, or 51%. Diluted earnings per share excluding merger-related expenses and accelerated debt issuance costs, net of tax, for the three months ended September 30, 2021 and 2020 were $0.40 and $0.28, respectively. On a linked quarter basis, operating earnings increased $684 thousand, or 13%, for the three months ended September 30, 2021 as compared to the operating earnings of June 30, 2021. Operating earnings return on average assets for the three months ended September 30, 2021 and 2020 was 1.14% and 0.89%, respectively. Operating earnings return on average equity for the three months ended September 30, 2021 and 2020 was 11.46% and 8.44%, respectively. The Company believes that operating earnings is a financial measure that is more reflective of the Company’s operating performance than net income. Operating earnings is determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”). A reconciliation of non-GAAP financial measures to their most comparable financial measures in accordance with GAAP can be found in the tables below.
For the nine months ended September 30, 2021 and 2020, operating earnings (which excludes merger-related expenses and accelerated debt issuance costs during 2021, and branch closure costs recorded during 2020) was $16.6 million and $11.0 million, respectively, an increase of $5.6 million, or 50%. Diluted earnings per share on an operating earnings basis for the nine months ended September 30, 2021 and 2020 were $1.14 and $0.78, respectively. Operating earnings annualized return on average assets for the nine months ended September 30, 2021 and 2020 was 1.13% and 0.88%, respectively. Operating earnings annualized return on average equity for the nine months ended September 30, 2021 and 2020 was 11.13% and 8.11%, respectively.
Annualized return on average assets was 0.91% and annualized return on average equity was 9.18% for the third quarter of 2021. For the comparable quarterly September 30, 2020 period, annualized return on average assets was 0.89% and annualized return on average equity was 8.44%. For the year-to-date September 30, 2021 period, annualized return on average assets was 1.05% and annualized return on average equity was 10.35% compared to annualized return on average assets of 0.84% and annualized return on average equity of 7.72% for the nine months ended September 30, 2020.
On August 31, 2021, the Company announced its wholly-owned subsidiary, FVCbank (the “Bank”) had acquired a membership interest in Atlantic Coast Mortgage, LLC (“ACM”) for $20.4 million. As a result of this investment, the Bank has obtained a 28.7% ownership interest in ACM. The Bank began providing a warehouse lending facility to ACM during the second quarter of 2021, which includes a construction-to-permanent financing line, and has developed portfolio mortgage products to diversify its held for investment loan portfolio. At September 30, 2021, the warehouse facility totaled $41.8 million, portfolio loans totaled $9.8 million, and noninterest income attributable to the Bank’s investment in ACM totaled $364 thousand.
On July 14, 2021, the Company announced the signing of a definitive merger agreement with Blue Ridge, pursuant to which the companies will combine in an all-stock merger of equals, subject to customary closing conditions including shareholder and regulatory approvals. In connection with the merger, the Bank will be merged with and into Blue Ridge Bank, National Association (“Blue Ridge Bank”), the wholly-owned commercial banking subsidiary of Blue Ridge, with Blue Ridge Bank as the surviving bank. The Company has learned that the Office of the Comptroller of the Currency (the “OCC”) identified certain regulatory concerns with Blue Ridge Bank that could impact the application process and timing of the merger. Blue Ridge Bank has already commenced an initiative intended to fully address the OCC’s concerns. The Company anticipates the merger will close in the second or third quarter of 2022.
Third Quarter Selected Highlights
| · | Continued Loan Growth. Loans receivable, net of deferred fees and excluding loans made under the U.S. Small Business Administration’s Paycheck Protection Program (“PPP”), totaled $1.41 billion at September 30, 2021, compared to $1.31 billion at December 31, 2020, an increase of $97.7 million, or 10%, annualized. During the third quarter of 2021, when excluding PPP loans and ACM’s warehouse lending facility, loans receivable, net of deferred fees, increased $52.3 million, or 16% annualized. | |
| · | Strong Credit Quality Metrics. During the third quarter of 2021, past due loans 30 days or more decreased to $652 thousand from $2.2 million at June 30, 2021, a decrease of $1.6 million, or 71%. No commercial loans were past due at September 30, 2021. Nonperforming loans and loans past due 90 days or more and still accruing decreased to 0.18% of total assets at September 30, 2021, compared to 0.31% at December 31, 2020, and decreased $1.4 million, or 28%, from June 30, 2021. Further, as of the date of this press release, the Bank sold its other real estate owned totaling $3.9 million at September 30, 2021, with no loss incurred. | |
| · | Strong Core Deposit Growth. Deposits increased 13% year over year, of which noninterest-bearing deposits increased 27%. During the quarter ended September 30, 2021, noninterest-bearing deposits increased $48.0 million, or 10%, to $548.7 million, representing 32% of total deposits at September 30, 2021. | |
| · | Increased Net Interest Income. Net interest income increased $884 thousand to $14.5 million for the third quarter of 2021, compared to $13.6 million for the same 2020 period. Net interest margin was 2.97% for the quarter ended September 30, 2021, compared to 3.30% for the year ago quarter of 2020 and 3.07% for the second quarter of 2021, as increased excess liquidity continued to impact net interest margin for the third quarter of 2021. The previously mentioned accelerated recognition of debt issuance costs decreased net interest income for the third quarter of 2021 by $380 thousand and decreased net interest margin by 8 basis points. |
“We see strong economic growth in our markets as exemplified by our robust loan pipeline. During the third quarter of 2021, we originated over $220 million in new loans, more than twice what we originated during the second quarter of 2021. Achieving this growth, all while our teams are working with their counterparts at Blue Ridge to make progress on a successful merger integration, is a testament to the customer-centric team we have created over the past 14 years of FVCbank’s history,” stated David W. Pijor, Chairman and CEO.
Balance Sheet
Total assets were $2.00 billion at September 30, 2021, $1.82 billion at December 31, 2020, and $1.79 billion at September 30, 2020. Total asset growth year-to-date 2021 was $176.4 million, or 13% annualized. For the year-over-year period, total assets increased $203.7 million, or 11%. During the quarter ended September 30, 2021, total assets increased $22.7 million, or 5% annualized.
Loans receivable, net of deferred fees were $1.47 billion at each of September 30, 2021 and December 31, 2020, and $1.50 billion at September 30, 2020. Excluding PPP loans, loans receivable, net of deferred fees totaled $1.41 billion at September 30, 2021, $1.31 billion at December 31, 2020, and $1.33 billion at September 30, 2020. Loans receivable, net of deferred fees and excluding PPP loans, increased $97.7 million, or 10% annualized, for the year-to-date 2021 period, and increased $83.5 million, or 6% annualized, year-over-year. For the quarter, loans receivable, net of deferred fees and excluding PPP loans increased $36.0 million, or 10% annualized. During the second quarter of 2021, the Company began originating loans under a warehouse lending facility to ACM, which contributed $58.0 million to second quarter 2021 loan growth. At September 30, 2021, this warehouse facility decreased to $41.8 million due to the timing of repayments having occurred late in the quarter. During the third quarter of 2021, loans receivable, net of fees and excluding PPP loans and the warehouse lending facility, increased $52.3 million, or 16% annualized. Loans originated during the third quarter of 2021 totaled $200.0 million, of which $119.8 million were funded.
PPP loans, net of fees, totaled $58.2 million at September 30, 2021, a decrease from $99.5 million at June 30, 2021, and a decrease from $153.0 million at December 31, 2020. Loans forgiven during the third quarter of 2021 totaled $41.2 million, and totaled $94.7 million for year-to-date 2021. Net deferred fees associated with PPP loans totaled $1.4 million at September 30, 2021.
Investment securities were $270.2 million at September 30, 2021, $126.4 million at December 31, 2020, and $111.2 million at September 30, 2020. Investment securities increased $69.5 million during the three months ended September 30, 2021, and increased $143.8 million year-to-date. The Company has been investing in fixed income securities funded through its increase in deposits and PPP forgiveness to deploy excess liquidity while improving net interest margin.
Total deposits were $1.71 billion at September 30, 2021, $1.53 billion at December 31, 2020, and $1.51 billion at September 30, 2020. Total deposits increased $177.0 million, or 15% annualized, year-to-date, and increased $195.2 million, or 13% annualized, year-over-year. For the quarter, total deposits increased $29.3 million, or 7% annualized. Noninterest-bearing deposits were $548.7 million at September 30, 2021, an increase of $48.0 million, or 38% annualized, for the quarter ended September 30, 2021, and increased $149.6 million, or 50% annualized, year-to-date. Wholesale deposits continue to be at historic lows totaling $35.0 million, or 2% of total deposits, at September 30, 2021, a decrease of $15.0 million from December 31, 2020.
The Company’s bank subsidiary, FVCbank, remains well-capitalized at September 30, 2021 with a community bank leverage ratio of 10.67%.
Income Statement
Net income for the three months ended September 30, 2021 was $4.7 million, an increase of $808 thousand, or 21%, compared to $3.9 million for the same period of 2020. Operating income, a non-GAAP measure that excludes merger-related expenses of $1.1 million and accelerated debt issuance costs of $380 thousand for the redemption of the 2016 subordinated debt, net of tax, for the three months ended September 30, 2021 was $5.8 million, an increase of $1.9 million, or 51%, when compared to the same period of 2020. A reconciliation of GAAP to non-GAAP financial measures can be found in the tables below. For the nine months ended September 30, 2021, net income was $15.4 million, an increase of $4.9 million, or 47%, compared to $10.5 million for the same period of 2020. Both the three and nine months’ periods of 2020 were impacted by increased provision for loan losses and the nine month period of 2020 was impacted by the impairment on branch closures totaling $676 thousand.
Net interest income totaled $14.5 million, an increase of $884 thousand, or 7%, for the quarter ended September 30, 2021, compared to the year ago quarter, and increased by $293 thousand, or 2%, compared to the second quarter of 2021. Net interest income for the three months ended September 30, 2021 was impacted by the one-time recognition of accelerated debt issuance costs totaling $380 thousand as a result of the Company’s redemption of its 2016 subordinated debt on September 30, 2021. Interest expense on deposits decreased $842 thousand for the three months ended September 30, 2021 compared to the same period of 2020. The decrease in deposit costs were a result of continued targeted rate reductions and the repricing of the Company’s time deposits to lower interest rates upon renewal. Interest income includes loan mark accretion on acquired loans totaling $62 thousand, $146 thousand, and $469 thousand for the three months ended September 30, 2021, June 30, 2021 and September 30, 2020, respectively.
Net interest income for the three months ended September 30, 2021 benefited from PPP loan income, which contributed $1.2 million to interest income, of which $712 thousand was related to recognition of net deferred fees on forgiven loans. This compares to interest income from PPP loans of $1.5 million for the second quarter of 2021, which included recognition of net deferred fees of $811 thousand on forgiven loans. Remaining net deferred fees related to PPP loan originations totaled $1.4 million at September 30, 2021 and are being recognized in interest income over the remaining lives of the PPP loans, or sooner upon PPP loan forgiveness or repayment.
For the nine months ended September 30, 2021 and 2020, net interest income was $42.7 million and $38.5 million, respectively, an increase of $4.2 million, or 11%, year-over-year. Net interest income was impacted by the aforementioned accelerated debt issuance costs of $380 thousand for the nine months ended September 30, 2021. Interest expense on deposits decreased $4.3 million for the nine months ended September 30, 2021 compared to the same period of 2020. Interest income includes loan mark accretion on acquired loans totaling $341 thousand and $758 thousand for the nine months ended September 30, 2021 and September 30, 2020, respectively. PPP loan income contributed $4.5 million to interest income, of which $2.4 million was related to recognition of net deferred fees on forgiven loans for the nine months ended September 30, 2021. This compares to interest income from PPP loans of $1.8 million for the nine months ended September 30, 2020.
The Company’s net interest margin decreased 33 basis points to 2.97% for the quarter ended September 30, 2021, compared to 3.30% for the quarter ended September 30, 2020. On a linked quarter basis, net interest margin decreased 10 basis points from 3.07% for the three months ended June 30, 2021. The accelerated debt issuance costs recorded during the third quarter of 2021 decreased net interest margin by 8 basis points. Excess liquidity continues to compress net interest margin, decreasing margin by 26 basis points during the third quarter of 2021. Despite the growth in both the Company’s loan and investment securities portfolios to deploy excess liquidity, the Company’s continued strong deposit growth and level of PPP loan forgiveness continues to offset this asset growth.
The average yield on total loans for the third quarter of 2021 was 4.42%, compared to 4.36% for the linked quarter ended June 30, 2021, and 4.30% for the year ago quarter. Net deferred fees recognized from PPP loan forgiveness has contributed to the average yield of the loan portfolio, as the yield on PPP loans increased to 6.08% for the third quarter of 2021, compared to 2.31% for the year ago quarter ended September 30, 2020.
Cost of interest-bearing deposits for the third quarter of 2021 was 0.61%, compared to 1.01% for the third quarter of 2020, a decrease of 40 basis points, or 40%, primarily as a result of the Company having aggressively decreased its deposit rates during 2020 to offset the repricing of its variable rate loan portfolio. The cost of deposits, which includes noninterest-bearing deposits, decreased 3 basis points to 0.42% for the third quarter of 2021 as compared to 0.45% for the second quarter of 2021, and decreased 31 basis points from 0.73% for the year ago quarter of 2020.
Noninterest income totaled $1.1 million and $770 thousand for the quarters ended September 30, 2021 and 2020, respectively. The increase in noninterest income is primarily attributable to the Bank’s income associated with its investment in ACM, recording $364 thousand during the third quarter of 2021. Fee income from loans was $26 thousand, a decrease of $9 thousand, for the quarter ended September 30, 2021, compared to the third quarter of 2020. Service charges on deposit accounts and other fee income totaled $422 thousand for the third quarter of 2021, an increase of $11 thousand, from the year ago quarter. Income from bank-owned life insurance decreased $31 thousand to $249 thousand for the three months ended September 30, 2021 compared to $280 thousand for the same period of 2020. Noninterest income for the year-to-date period ended September 30, 2021 was $2.5 million, compared to $2.2 million for the 2020 year-to-date period, an increase of $386 thousand, or 18%, which was primarily driven by the aforementioned income associated with the Bank’s membership interest in ACM.
Noninterest expense totaled $9.4 million for the quarter ended September 30, 2021, compared to $7.7 million for the same three-month period of 2020, an increase of $1.7 million, or 22%. On a linked quarter basis, noninterest expense was $8.2 million for the quarter ended June 30, 2021, an increase of $1.2 million, or 15%. The increase in noninterest expense compared to the year ago and linked quarters was primarily related to merger-related expenses of $1.1 million recorded during the third quarter of 2021. In addition, salaries and benefits expense increased $373 thousand and $259 thousand compared to the year ago and linked quarters, respectively, which are primarily related to additions to business development staff earlier in the year and associated accruals for incentive compensation during the third quarter of 2021. Legal expenses related to loan workouts (which is included in other operating expense on the income statement) increased $138 thousand during the third quarter of 2021 when compared to the year ago quarter.
For the nine months ended September 30, 2021 and 2020, noninterest expense, was $25.5 million and $23.0 million, respectively, an increase of $2.6 million, or 11%, primarily as a result of the aforementioned merger-related expenses and additions to business development staffing and associated increases in incentive accruals.
The efficiency ratio, excluding merger-related expenses and the accelerated subordinated debt issuance costs, for the quarter ended September 30, 2021 was 52.3%, a decrease from 53.9% for the quarter ended September 30, 2020. The efficiency ratios for the nine months ended September 30, 2021 and 2020, excluding merger-related costs and accelerated subordinated debt issuance costs recorded during 2021, and branch closure costs recorded during 2020 were 53.5% and 54.8%, respectively. A reconciliation of GAAP to non-GAAP financial measures can be found in the tables below.
The Company recorded a provision for income taxes of $1.4 million for the three months ended September 30, 2021, compared to $1.0 million for the same period of 2020. The effective tax rates for the three months ended September 30, 2021 and 2020 were 23.4% and 21.2%, respectively. The effective tax rate for the third quarter of 2021 is greater than the Company’s combined federal and state statutory rate of 22.5% primarily because of nondeductible merger-related expenses recognized during the quarter. For the nine months ended September 30, 2021 and 2020, provision for income taxes was $4.3 million and $2.7 million, respectively.
Asset Quality
The Company recorded no provision for loan losses for the three months and nine months ended September 30, 2021, compared to $1.7 million for the year ago quarter and $4.5 million for the nine months ended September 30, 2020. The Company is not required to implement the provisions of the current expected credit losses accounting standard until January 1, 2023, and is continuing to account for the allowance for loans losses under the incurred loss model. The decrease in the provision for loan losses for the three months ended September 30, 2021 is primarily related to the improvement in certain credit quality metrics during the third quarter of 2021; specifically, a reduction in the Company’s past due loans and specific reserves for certain watchlist loans which improved in credit quality during the quarter. In addition, the Company completed reviews of its COVID-impacted portfolio segments and reduced certain qualitative factors as a result of the improved performance of these portfolio segments.
The allowance for loan losses to total loans, excluding PPP loans, was 1.02% at September 30, 2021, compared to 1.14% at December 31, 2020. The effective reserve coverage, which includes both the allowance for loan losses and the remaining unaccreted fair value discount on acquired loans, to total loans, excluding PPP loans, was 1.08% at September 30, 2021 compared to 1.27% at December 31, 2020. The decrease in this effective reserve coverage was a result of the payoff of one acquired loan with a credit mark of over $500 thousand during the third quarter of 2021. Net recoveries of $4 thousand were recorded during the third quarter of 2021.
Nonperforming loans and loans 90 days or more past due at September 30, 2021 totaled $3.6 million, or 0.18% of total assets. This compares to $5.6 million in nonperforming loans and loans 90 days or more past due at December 31, 2020, or 0.31% of total assets. All of the Company’s nonperforming loans are secured and have specific reserves totaling $993 thousand, representing the expected losses associated with those loans. The Company has one troubled debt restructuring at September 30, 2021 totaling $94 thousand, which is a consumer residential loan. Nonperforming assets (including the Bank’s other real estate owned property sold in October) to total assets was 0.38% at September 30, 2021 compared to 0.52% at December 31, 2020.
About FVCBankcorp, Inc.
FVCBankcorp, Inc. is the holding company for FVCbank, a wholly-owned subsidiary that commenced operations in November 2007. FVCbank is a $2.00 billion asset-sized Virginia-chartered community bank serving the banking needs of commercial businesses, nonprofit organizations, professional service entities, their owners and employees located in the greater Baltimore and Washington D.C., metropolitan areas. FVCbank is based in Fairfax, Virginia, and has 9 full-service offices in Arlington, Fairfax, Manassas, Reston and Springfield, Virginia, Washington D.C., and Baltimore, Bethesda, and Rockville, Maryland.
For more information on the Company’s selected financial information, please visit the Investor Relations page of FVCBankcorp, Inc.’s website, www.fvcbank.com.
Caution about Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited, statements of goals, intentions, and expectations as to future trends, plans, events or results of the Company’s operations and policies and regarding general economic conditions. In some cases, forward-looking statements can be identified by use of words such as “may,” “will,” “anticipates,” “believes,” “expects,” “plans,” “estimates,” “potential,” “continue,” “should,” and similar words or phrases. These statements are based upon current and anticipated economic conditions, nationally and in the Company’s market, interest rates and interest rate policy, competitive factors, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty. Because of these uncertainties and the assumptions on which this discussion and the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. These forward-looking statements are based on current beliefs that involve significant risks, uncertainties, and assumptions. Factors that could cause the Company’s actual results to differ materially from those indicated in these forward-looking statements, include, but are not limited to, the ability to close the merger on the expected terms and schedule; difficulties, delays and unforeseen costs in completing the merger and in integrating the Company’s and Blue Ridge’s businesses; the ability to realize cost savings and other benefits of the merger; business disruption during the pendency of or following the merger, and the risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in other periodic and current reports filed with the Securities and Exchange Commission. Because of these uncertainties and the assumptions on which the forward-looking statements are based, actual operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on any such forward-looking statements. The Company’s past results are not necessarily indicative of future performance.
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FVCBankcorp, Inc.
Selected Financial Data
(Dollars in thousands, except share data and per share data)
(Unaudited)
| At or For the Three Months Ended, | At or For the Nine Months Ended, | At or For the Three Months Ended | ||||||||||||||||||||||
| 9/30/2021 | 9/30/2020 | 9/30/2021 | 9/30/2020 | 6/30/2021 | 12/31/2020 | |||||||||||||||||||
| Selected Balances | ||||||||||||||||||||||||
| Total assets | $ | 1,997,902 | $ | 1,794,172 | $ | 1,975,251 | $ | 1,821,481 | ||||||||||||||||
| Total investment securities | 276,579 | 117,746 | 207,044 | 132,978 | ||||||||||||||||||||
| Total loans, net of deferred fees | 1,469,086 | 1,497,634 | 1,474,278 | 1,466,083 | ||||||||||||||||||||
| Allowance for loan losses | (14,363 | ) | (14,556 | ) | (14,359 | ) | (14,958 | ) | ||||||||||||||||
| Total deposits | 1,709,498 | 1,514,348 | 1,680,209 | 1,532,493 | ||||||||||||||||||||
| Subordinated debt | 19,551 | 24,547 | 44,146 | 44,085 | ||||||||||||||||||||
| Other borrowings | 25,000 | 40,000 | 25,000 | 25,000 | ||||||||||||||||||||
| Total stockholders’ equity | 204,194 | 184,490 | 200,687 | 189,500 | ||||||||||||||||||||
| Summary Results of Operations | ||||||||||||||||||||||||
| Interest income | $ | 17,386 | $ | 16,761 | $ | 50,940 | $ | 49,974 | $ | 16,776 | $ | 17,129 | ||||||||||||
| Interest expense | 2,907 | 3,166 | 8,232 | 11,473 | 2,590 | 3,010 | ||||||||||||||||||
| Net interest income | 14,479 | 13,595 | 42,708 | 38,501 | 14,186 | 14,119 | ||||||||||||||||||
| Provision for loan losses | -- | 1,700 | - | 4,516 | - | 500 | ||||||||||||||||||
| Net interest income after provision for loan losses | 14,479 | 11,895 | 42,708 | 33,985 | 14,186 | 13,619 | ||||||||||||||||||
| Noninterest income - loan fees, service charges and other | 448 | 446 | 1,427 | 1,616 | 435 | 476 | ||||||||||||||||||
| Noninterest income - bank owned life insurance | 249 | 280 | 746 | 845 | 250 | 264 | ||||||||||||||||||
| Noninterest income - minority membership interest | 364 | -- | 364 | -- | -- | -- | ||||||||||||||||||
| Noninterest income - gain on sales of securities available-for-sale | -- | 44 | -- | 141 | -- | -- | ||||||||||||||||||
| Noninterest income - loss on loans held for sale | -- | -- | -- | (451 | ) | -- | -- | |||||||||||||||||
| Noninterest expense | 9,426 | 7,746 | 25,535 | 22,953 | 8,228 | 7,885 | ||||||||||||||||||
| Income before taxes | 6,114 | 4,919 | 19,710 | 13,183 | 6,643 | 6,474 | ||||||||||||||||||
| Income tax expense | 1,432 | 1,045 | 4,294 | 2,696 | 1,478 | 1,460 | ||||||||||||||||||
| Net income | 4,682 | 3,874 | 15,416 | 10,487 | 5,165 | 5,014 | ||||||||||||||||||
| Per Share Data | ||||||||||||||||||||||||
| Net income, basic | $ | 0.34 | $ | 0.29 | $ | 1.13 | $ | 0.77 | $ | 0.38 | $ | 0.37 | ||||||||||||
| Net income, diluted | $ | 0.32 | $ | 0.28 | $ | 1.06 | $ | 0.74 | $ | 0.36 | $ | 0.36 | ||||||||||||
| Book value | $ | 14.92 | $ | 13.69 | $ | 14.70 | $ | 14.03 | ||||||||||||||||
| Tangible book value (1) | $ | 14.33 | $ | 13.06 | $ | 14.10 | $ | 13.41 | ||||||||||||||||
| Shares outstanding | 13,686,752 | 13,478,115 | 13,647,600 | 13,510,760 | ||||||||||||||||||||
| Selected Ratios | ||||||||||||||||||||||||
| Net interest margin (2) | 2.97 | % | 3.30 | % | 3.08 | % | 3.27 | % | 3.07 | % | 3.28 | % | ||||||||||||
| Return on average assets (2) | 0.91 | % | 0.89 | % | 1.05 | % | 0.84 | % | 1.06 | % | 1.11 | % | ||||||||||||
| Return on average equity (2) | 9.18 | % | 8.44 | % | 10.35 | % | 7.72 | % | 10.41 | % | 10.68 | % | ||||||||||||
| Efficiency (3) | 60.66 | % | 53.92 | % | 56.44 | % | 56.46 | % | 55.33 | % | 53.07 | % | ||||||||||||
| Loans, net of deferred fees to total deposits | 85.94 | % | 98.90 | % | 87.74 | % | 95.67 | % | ||||||||||||||||
| Noninterest-bearing deposits to total deposits | 32.09 | % | 28.48 | % | 29.80 | % | 26.04 | % | ||||||||||||||||
| Reconciliation of Net Income (GAAP) to Operating Earnings (Non-GAAP) (4) | ||||||||||||||||||||||||
| Net income (from above) | $ | 4,682 | $ | 3,874 | $ | 15,416 | $ | 10,487 | $ | 5,165 | $ | 5,014 | ||||||||||||
| Add: Merger and acquisition expense | 1,107 | -- | 1,107 | -- | -- | -- | ||||||||||||||||||
| Add: Impairment on branch closures | -- | -- | -- | 676 | -- | -- | ||||||||||||||||||
| Add: Accelerated debt issuance costs | 380 | -- | 380 | -- | -- | -- | ||||||||||||||||||
| Less: provision for income taxes associated with non-GAAP adjustments | (320 | ) | -- | (320 | ) | (142 | ) | -- | -- | |||||||||||||||
| Net income, as adjusted | $ | 5,849 | $ | 3,874 | $ | 16,583 | $ | 11,021 | $ | 5,165 | $ | 5,014 | ||||||||||||
| Net income, diluted, on an operating basis | $ | 0.40 | $ | 0.28 | $ | 1.14 | $ | 0.78 | $ | 0.36 | $ | 0.36 | ||||||||||||
| Return on average assets (non-GAAP operating earnings) | 1.14 | % | 0.89 | % | 1.13 | % | 0.88 | % | 1.06 | % | 1.11 | % | ||||||||||||
| Return on average equity (non-GAAP operating earnings) | 11.46 | % | 8.44 | % | 11.13 | % | 8.11 | % | 10.41 | % | 10.68 | % | ||||||||||||
| Efficiency ratio (non-GAAP operating earnings) (3) | 53.14 | % | 53.92 | % | 53.86 | % | 54.80 | % | 55.33 | % | 53.07 | % | ||||||||||||
| Capital Ratios - Bank | ||||||||||||||||||||||||
| Tangible common equity (to tangible assets) | 9.85 | % | 9.86 | % | 9.79 | % | 9.99 | % | ||||||||||||||||
| Tier 1 leverage (to average assets) | 10.67 | % | 11.02 | % | 11.48 | % | 11.65 | % | ||||||||||||||||
| Asset Quality | ||||||||||||||||||||||||
| Nonperforming loans and loans 90+ past due | $ | 3,638 | $ | 8,005 | $ | 4,069 | $ | 5,621 | ||||||||||||||||
| Performing troubled debt restructurings (TDRs) | 94 | 98 | 95 | 97 | ||||||||||||||||||||
| Other real estate owned | 3,866 | 3,866 | 3,866 | 3,866 | ||||||||||||||||||||
| Nonperforming loans and loans 90+ past due to total assets (excl. TDRs) | 0.18 | % | 0.45 | % | 0.21 | % | 0.31 | % | ||||||||||||||||
| Nonperforming assets to total assets | 0.38 | % | 0.66 | % | 0.40 | % | 0.52 | % | ||||||||||||||||
| Nonperforming assets (including TDRs) to total assets | 0.38 | % | 0.67 | % | 0.41 | % | 0.53 | % | ||||||||||||||||
| Allowance for loan losses to loans | 0.98 | % | 0.97 | % | 0.97 | % | 1.02 | % | ||||||||||||||||
| Allowance for loan losses to nonperforming loans | 394.80 | % | 181.84 | % | 352.89 | % | 266.11 | % | ||||||||||||||||
| Net (recoveries) charge-offs | $ | (4 | ) | $ | 38 | $ | 594 | $ | 191 | $ | 62 | $ | 98 | |||||||||||
| Net charge-offs to average loans (2) | (0.00 | )% | 0.01 | % | 0.05 | % | 0.02 | % | 0.02 | % | 0.03 | % | ||||||||||||
| Selected Average Balances | ||||||||||||||||||||||||
| Total assets | $ | 2,048,531 | $ | 1,749,005 | $ | 1,954,997 | $ | 1,674,132 | $ | 1,947,983 | $ | 1,812,298 | ||||||||||||
| Total earning assets | 1,935,083 | 1,642,025 | 1,852,410 | 1,572,038 | 1,852,126 | 1,710,345 | ||||||||||||||||||
| Total loans, net of deferred fees | 1,466,155 | 1,484,853 | 1,455,705 | 1,393,301 | 1,444,543 | 1,485,121 | ||||||||||||||||||
| Total deposits | 1,748,994 | 1,481,899 | 1,659,835 | 1,407,747 | 1,654,016 | 1,527,313 | ||||||||||||||||||
| Other Data | ||||||||||||||||||||||||
| Noninterest-bearing deposits | $ | 548,662 | $ | 431,322 | $ | 500,655 | $ | 399,062 | ||||||||||||||||
| Interest-bearing checking, savings and money market | 910,198 | 686,592 | 901,124 | 820,378 | ||||||||||||||||||||
| Time deposits | 215,638 | 301,431 | 243,430 | 263,053 | ||||||||||||||||||||
| Wholesale deposits | 35,000 | 95,003 | 35,000 | 50,000 | ||||||||||||||||||||
| (1) Non-GAAP Reconciliation | At September 30, | |||||||||||||||||||||||
| (Dollars in thousands, except per share data) | 2021 | 2020 | ||||||||||||||||||||||
| Total stockholders’ equity | $ | 204,194 | $ | 184,490 | ||||||||||||||||||||
| Less: goodwill and intangibles, net | (8,124 | ) | (8,440 | ) | ||||||||||||||||||||
| Tangible Common Equity | $ | 196,070 | $ | 176,050 | ||||||||||||||||||||
| Book value per common share | $ | 14.92 | $ | 13.69 | ||||||||||||||||||||
| Less: intangible book value per common share | (0.59 | ) | (0.63 | ) | ||||||||||||||||||||
| Tangible book value per common share | $ | 14.33 | $ | 13.06 | ||||||||||||||||||||
(2) Annualized.
(3) Efficiency ratio is calculated as noninterest expense divided by the sum of net interest income and noninterest income.
(4) Some of the financial measures discussed throughout the press release are “non-GAAP financial measures.” In accordance with SEC rules, the Company classifies a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated statements of income, balance sheets or statements of cash flows.
FVCBankcorp, Inc.
Summary Consolidated Statements of Condition
(Dollars in thousands)
(Unaudited)
| % Change | % Change | |||||||||||||||||||||||
| Current | From | |||||||||||||||||||||||
| 9/30/2021 | 6/30/2021 | Quarter | 12/31/2020 | 9/30/2020 | Year Ago | |||||||||||||||||||
| Cash and due from banks | $ | 30,382 | $ | 24,856 | 22.2 | % | $ | 20,835 | $ | 22,121 | 37.3 | % | ||||||||||||
| Interest-bearing deposits at other financial institutions | 122,487 | 190,553 | -35.7 | % | 120,228 | 73,774 | 66.0 | % | ||||||||||||||||
| Investment securities | 270,207 | 200,672 | 34.7 | % | 126,415 | 111,183 | 143.0 | % | ||||||||||||||||
| Restricted stock, at cost | 6,372 | 6,372 | 0.0 | % | 6,563 | 6,563 | -2.9 | % | ||||||||||||||||
| Loans, net of fees: | ||||||||||||||||||||||||
| Commercial real estate | 868,324 | 829,683 | 4.7 | % | 788,218 | 805,946 | 7.7 | % | ||||||||||||||||
| Commercial and industrial | 161,961 | 140,611 | 15.2 | % | 119,200 | 111,736 | 44.9 | % | ||||||||||||||||
| Paycheck protection program | 58,248 | 99,455 | -41.4 | % | 152,978 | 170,338 | -65.8 | % | ||||||||||||||||
| Commercial construction | 205,750 | 207,790 | -1.0 | % | 221,523 | 214,740 | -4.2 | % | ||||||||||||||||
| Consumer real estate | 166,721 | 184,560 | -9.7 | % | 168,531 | 177,730 | -6.2 | % | ||||||||||||||||
| Consumer nonresidential | 8,082 | 12,179 | -33.6 | % | 15,633 | 17,144 | -52.9 | % | ||||||||||||||||
| Total loans, net of fees | 1,469,086 | 1,474,278 | -0.4 | % | 1,466,083 | 1,497,634 | -1.9 | % | ||||||||||||||||
| Allowance for loan losses | (14,363 | ) | (14,359 | ) | 0.0 | % | (14,958 | ) | (14,556 | ) | -1.3 | % | ||||||||||||
| Loans, net | 1,454,723 | 1,459,919 | -0.4 | % | 1,451,125 | 1,483,078 | -1.9 | % | ||||||||||||||||
| Premises and equipment, net | 1,655 | 1,527 | 8.4 | % | 1,654 | 1,747 | -5.3 | % | ||||||||||||||||
| Goodwill and intangibles, net | 8,124 | 8,199 | -0.9 | % | 8,357 | 8,440 | -3.7 | % | ||||||||||||||||
| Bank owned life insurance (BOLI) | 38,924 | 38,675 | 0.6 | % | 38,178 | 37,913 | 2.7 | % | ||||||||||||||||
| Other real estate owned | 3,866 | 3,866 | 0.0 | % | 3,866 | 3,866 | 0.0 | % | ||||||||||||||||
| Other assets | 61,162 | 40,612 | 50.6 | % | 44,260 | 45,487 | 34.5 | % | ||||||||||||||||
| Total Assets | $ | 1,997,902 | $ | 1,975,251 | 1.1 | % | $ | 1,821,481 | $ | 1,794,172 | 11.4 | % | ||||||||||||
| Deposits: | ||||||||||||||||||||||||
| Noninterest-bearing | $ | 548,662 | $ | 500,655 | 9.6 | % | $ | 399,062 | $ | 431,322 | 27.2 | % | ||||||||||||
| Interest-bearing checking | 588,650 | 610,823 | -3.6 | % | 537,834 | 388,531 | 51.5 | % | ||||||||||||||||
| Savings and money market | 321,548 | 290,301 | 10.8 | % | 282,544 | 298,061 | 7.9 | % | ||||||||||||||||
| Time deposits | 215,638 | 243,430 | -11.4 | % | 263,053 | 301,431 | -28.5 | % | ||||||||||||||||
| Wholesale deposits | 35,000 | 35,000 | 0.0 | % | 50,000 | 95,003 | -63.2 | % | ||||||||||||||||
| Total deposits | 1,709,498 | 1,680,209 | 1.7 | % | 1,532,493 | 1,514,348 | 12.9 | % | ||||||||||||||||
| Other borrowed funds | 25,000 | 25,000 | 0.0 | % | 25,000 | 40,000 | -37.5 | % | ||||||||||||||||
| Subordinated notes, net of issuance costs | 19,551 | 44,146 | -55.7 | % | 44,085 | 24,547 | -20.4 | % | ||||||||||||||||
| Other liabilities | 39,659 | 25,209 | 57.3 | % | 30,403 | 30,787 | 28.8 | % | ||||||||||||||||
| Stockholders’ equity | 204,194 | 200,687 | 1.7 | % | 189,500 | 184,490 | 10.7 | % | ||||||||||||||||
| Total Liabilities & Stockholders’ Equity | $ | 1,997,902 | $ | 1,975,251 | 1.1 | % | $ | 1,821,481 | $ | 1,794,172 | 11.4 | % | ||||||||||||
FVCBankcorp, Inc.
Summary Consolidated Income Statements
(In thousands, except per share data)
(Unaudited)
| For the Three Months Ended | ||||||||||||||||||||
| % Change | % Change | |||||||||||||||||||
| Current | From | |||||||||||||||||||
| 9/30/2021 | 6/30/2021 | Quarter | 9/30/2020 | Year Ago | ||||||||||||||||
| Net interest income | $ | 14,479 | $ | 14,186 | 2.1 | % | $ | 13,595 | 6.5 | % | ||||||||||
| Provision for loan losses | -- | -- | 0.0 | % | 1,700 | -100.0 | % | |||||||||||||
| Net interest income after provision for loan losses | 14,479 | 14,186 | 2.1 | % | 11,895 | 21.7 | % | |||||||||||||
| Noninterest income: | ||||||||||||||||||||
| Fees on loans | 26 | 27 | -3.7 | % | 35 | -25.7 | % | |||||||||||||
| Service charges on deposit accounts | 278 | 247 | 12.6 | % | 275 | 1.1 | % | |||||||||||||
| Gain on sale of securities available-for-sale | -- | -- | 0.0 | % | 44 | -100.0 | % | |||||||||||||
| BOLI income | 249 | 250 | -0.4 | % | 280 | -11.1 | % | |||||||||||||
| Income from minority membership interest | 364 | -- | 100.0 | % | -- | 100.0 | % | |||||||||||||
| Other fee income | 144 | 161 | -10.6 | % | 136 | 5.9 | % | |||||||||||||
| Total noninterest income | 1,061 | 685 | 54.9 | % | 770 | 37.8 | % | |||||||||||||
| Noninterest expense: | ||||||||||||||||||||
| Salaries and employee benefits | 4,717 | 4,458 | 5.8 | % | 4,344 | 8.6 | % | |||||||||||||
| Occupancy and equipment expense | 810 | 820 | -1.2 | % | 811 | -0.1 | % | |||||||||||||
| Data processing and network administration | 520 | 551 | -5.6 | % | 538 | -3.3 | % | |||||||||||||
| State franchise taxes | 496 | 487 | 1.8 | % | 466 | 6.4 | % | |||||||||||||
| Professional fees | 356 | 503 | -29.2 | % | 303 | 17.5 | % | |||||||||||||
| Merger and acquisition expense | 1,107 | -- | 100.0 | % | -- | 100.0 | % | |||||||||||||
| Other operating expense | 1,420 | 1,409 | 0.8 | % | 1,284 | 10.6 | % | |||||||||||||
| Total noninterest expense | 9,426 | 8,228 | 14.6 | % | 7,746 | 21.7 | % | |||||||||||||
| Net income before income taxes | 6,114 | 6,643 | -8.0 | % | 4,919 | 24.3 | % | |||||||||||||
| Income tax expense | 1,432 | 1,478 | -3.1 | % | 1,045 | 37.0 | % | |||||||||||||
| Net Income | $ | 4,682 | $ | 5,165 | -9.4 | % | $ | 3,874 | 20.9 | % | ||||||||||
| Earnings per share - basic | $ | 0.34 | $ | 0.38 | -9.6 | % | $ | 0.29 | 19.0 | % | ||||||||||
| Earnings per share - diluted | $ | 0.32 | $ | 0.36 | -9.9 | % | $ | 0.28 | 14.9 | % | ||||||||||
| Weighted-average common shares outstanding - basic | 13,682,727 | 13,647,193 | 13,476,639 | |||||||||||||||||
| Weighted-average common shares outstanding - diluted | 14,611,735 | 14,517,154 | 13,891,474 | |||||||||||||||||
| Reconciliation of Net Income (GAAP) to Operating Earnings (Non-GAAP): | ||||||||||||||||||||
| GAAP net income reported above | $ | 4,682 | $ | 5,165 | $ | 3,874 | ||||||||||||||
| Add: Merger and acquisition expense | 1,107 | -- | -- | |||||||||||||||||
| Add: Accelerated debt issuance costs | 380 | -- | -- | |||||||||||||||||
| Subtract: provision for income taxes associated with non-GAAP adjustments | (320 | ) | -- | - | ||||||||||||||||
| Net Income, Operating earnings (non-GAAP) | $ | 5,849 | $ | 5,165 | $ | 3,874 | ||||||||||||||
| Earnings per share - basic (non-GAAP operating earnings) | $ | 0.43 | $ | 0.38 | $ | 0.29 | ||||||||||||||
| Earnings per share - diluted(non-GAAP operating earnings) | $ | 0.40 | $ | 0.36 | $ | 0.28 | ||||||||||||||
| Return on average assets (non-GAAP operating earnings) | 1.14 | % | 1.06 | % | 0.89 | % | ||||||||||||||
| Return on average equity (non-GAAP operating earnings) | 11.46 | % | 10.41 | % | 8.44 | % | ||||||||||||||
| Efficiency ratio (non-GAAP operating earnings) | 53.14 | % | 55.33 | % | 53.92 | % | ||||||||||||||
| Reconciliation of Net Income (GAAP) to Pre-Tax Pre-Provision Income (Non-GAAP): | ||||||||||||||||||||
| GAAP net income reported above | $ | 4,682 | $ | 5,165 | $ | 3,874 | ||||||||||||||
| Add: Provision for loan losses | -- | -- | 1,700 | |||||||||||||||||
| Add: Merger and acquisition expense | 1,107 | -- | -- | |||||||||||||||||
| Add: Accelerated debt issuance costs | 380 | -- | -- | |||||||||||||||||
| Add: Income tax expense | 1,432 | 1,478 | 1,045 | |||||||||||||||||
| Pre-tax pre-provision income | $ | 7,601 | $ | 6,643 | $ | 6,619 | ||||||||||||||
| Earnings per share - basic (non-GAAP pre-tax pre-provision) | $ | 0.56 | $ | 0.49 | $ | 0.49 | ||||||||||||||
| Earnings per share - diluted (non-GAAP pre-tax pre-provision) | $ | 0.52 | $ | 0.46 | $ | 0.48 | ||||||||||||||
| Return on average assets (non-GAAP operating earnings) | 1.48 | % | 1.36 | % | 1.51 | % | ||||||||||||||
| Return on average equity (non-GAAP operating earnings) | 14.90 | % | 13.39 | % | 14.43 | % | ||||||||||||||
FVCBankcorp, Inc.
Summary Consolidated Income Statements
(In thousands, except per share data)
(Unaudited)
| For the Nine Months Ended | ||||||||||||
| % Change | ||||||||||||
| From | ||||||||||||
| 9/30/2021 | 9/30/2020 | Year Ago | ||||||||||
| Net interest income | $ | 42,708 | $ | 38,501 | 10.9 | % | ||||||
| Provision for loan losses | -- | 4,516 | -100.0 | % | ||||||||
| Net interest income after provision for loan losses | 42,708 | 33,985 | 25.7 | % | ||||||||
| Noninterest income: | ||||||||||||
| Fees on loans | 74 | 477 | -84.5 | % | ||||||||
| Service charges on deposit accounts | 768 | 738 | 4.1 | % | ||||||||
| Gain on sale of securities available-for-sale | -- | 141 | -100.0 | % | ||||||||
| Loss on loans held for sale | -- | (451 | ) | -100.0 | % | |||||||
| BOLI income | 746 | 845 | -11.7 | % | ||||||||
| Income from minority membership interest | 364 | -- | 100.0 | % | ||||||||
| Other fee income | 585 | 401 | 45.9 | % | ||||||||
| Total noninterest income | 2,537 | 2,151 | 17.9 | % | ||||||||
| Noninterest expense: | ||||||||||||
| Salaries and employee benefits | 13,723 | 12,354 | 11.1 | % | ||||||||
| Occupancy and equipment expense | 2,437 | 2,525 | -3.5 | % | ||||||||
| Data processing and network administration | 1,633 | 1,466 | 11.4 | % | ||||||||
| State franchise taxes | 1,487 | 1,398 | 6.4 | % | ||||||||
| Professional fees | 1,213 | 734 | 65.3 | % | ||||||||
| Merger and acquisition expense | 1,107 | -- | 100.0 | % | ||||||||
| Impairment on branch closures | -- | 676 | -100.0 | % | ||||||||
| Other operating expense | 3,935 | 3,800 | 3.6 | % | ||||||||
| Total noninterest expense | 25,535 | 22,953 | 11.2 | % | ||||||||
| Net income before income taxes | 19,710 | 13,183 | 49.5 | % | ||||||||
| Income tax expense | 4,294 | 2,696 | 59.3 | % | ||||||||
| Net Income | $ | 15,416 | $ | 10,487 | 47.0 | % | ||||||
| Earnings per share - basic | $ | 1.13 | $ | 0.77 | 46.2 | % | ||||||
| Earnings per share - diluted | $ | 1.06 | $ | 0.74 | 42.8 | % | ||||||
| Weighted-average common shares outstanding - basic | 13,636,066 | 13,561,153 | ||||||||||
| Weighted-average common shares outstanding - diluted | 14,555,113 | 14,137,053 | ||||||||||
| Reconciliation of Net Income (GAAP) to Operating Earnings (Non-GAAP): | ||||||||||||
| GAAP net income reported above | $ | 15,416 | $ | 10,487 | ||||||||
| Add: Merger and acquisition expense | 1,107 | -- | ||||||||||
| Add: Impairment loss | -- | 676 | ||||||||||
| Add: Accelerated debt issuance costs | 380 | -- | ||||||||||
| Subtract: provision for income taxes associated with non-GAAP adjustments | (320 | ) | (142 | ) | ||||||||
| Net Income, Operating earnings (non-GAAP) | $ | 16,583 | $ | 11,021 | ||||||||
| Earnings per share - basic (non-GAAP operating earnings) | $ | 1.22 | $ | 0.81 | ||||||||
| Earnings per share - diluted(non-GAAP operating earnings) | $ | 1.14 | $ | 0.78 | ||||||||
| Return on average assets (non-GAAP operating earnings) | 1.13 | % | 0.88 | % | ||||||||
| Return on average equity (non-GAAP operating earnings) | 11.13 | % | 8.11 | % | ||||||||
| Efficiency ratio (non-GAAP operating earnings) | 53.86 | % | 54.80 | % | ||||||||
| Reconciliation of Net Income (GAAP) to Pre-Tax Pre-Provision Income (Non-GAAP): | ||||||||||||
| GAAP net income reported above | $ | 15,416 | $ | 10,487 | ||||||||
| Add: Merger and acquisition expense | 1,107 | -- | ||||||||||
| Add: Provision for loan losses | -- | 4,516 | ||||||||||
| Add: Impairment losses | -- | 676 | ||||||||||
| Add: Accelerated debt issuance costs | 380 | -- | ||||||||||
| Add: Income tax expense | 4,294 | 2,696 | ||||||||||
| Pre-tax pre-provision income | $ | 21,197 | $ | 18,375 | ||||||||
| Earnings per share - basic (non-GAAP pre-tax pre-provision) | $ | 1.55 | $ | 1.35 | ||||||||
| Earnings per share - diluted (non-GAAP pre-tax pre-provision) | $ | 1.46 | $ | 1.30 | ||||||||
| Return on average assets (non-GAAP operating earnings) | 1.45 | % | 1.46 | % | ||||||||
| Return on average equity (non-GAAP operating earnings) | 14.23 | % | 13.53 | % | ||||||||
FVCBankcorp, Inc.
Average Statements of Condition and Yields on Earning Assets and Interest-Bearing Liabilities
(Dollars in thousands)
(Unaudited)
| For the Three Months Ended | ||||||||||||||||||||||||||||||||||||
| 9/30/2021 | 6/30/2021 | 9/30/2020 | ||||||||||||||||||||||||||||||||||
| Average | Interest | Average | Average | Interest | Average | Average | Interest | Average | ||||||||||||||||||||||||||||
| Balance | Income/Expense | Yield | Balance | Income/Expense | Yield | Balance | Income/Expense | Yield | ||||||||||||||||||||||||||||
| Interest-earning assets: | ||||||||||||||||||||||||||||||||||||
| Loans receivable, net of fees (1) | ||||||||||||||||||||||||||||||||||||
| Commercial real estate | $ | 858,179 | $ | 8,902 | 4.15 | % | $ | 796,220 | $ | 8,616 | 4.33 | % | $ | 784,990 | $ | 9,005 | 4.59 | % | ||||||||||||||||||
| Commercial and industrial | 141,665 | 1,617 | 4.56 | % | 120,021 | 1,421 | 4.74 | % | 107,716 | 1,356 | 5.04 | % | ||||||||||||||||||||||||
| Paycheck protection program | 79,225 | 1,205 | 6.08 | % | 138,550 | 1,474 | 4.26 | % | 170,071 | 981 | 2.31 | % | ||||||||||||||||||||||||
| Commercial construction | 211,656 | 2,641 | 4.99 | % | 212,004 | 2,382 | 4.49 | % | 225,711 | 2,421 | 4.29 | % | ||||||||||||||||||||||||
| Consumer real estate | 163,901 | 1,642 | 4.01 | % | 164,938 | 1,633 | 3.96 | % | 178,531 | 1,850 | 4.15 | % | ||||||||||||||||||||||||
| Consumer nonresidential | 11,529 | 210 | 7.29 | % | 12,810 | 225 | 7.04 | % | 17,834 | 345 | 7.72 | % | ||||||||||||||||||||||||
| Total loans | 1,466,155 | 16,217 | 4.42 | % | 1,444,543 | 15,751 | 4.36 | % | 1,484,853 | 15,958 | 4.30 | % | ||||||||||||||||||||||||
| Investment securities (2)(3) | 225,519 | 1,082 | 1.92 | % | 178,875 | 956 | 2.14 | % | 119,846 | 793 | 2.65 | % | ||||||||||||||||||||||||
| Interest-bearing deposits at other financial institutions | 243,409 | 89 | 0.15 | % | 228,708 | 71 | 0.12 | % | 37,326 | 16 | 0.17 | % | ||||||||||||||||||||||||
| Total interest-earning assets | 1,935,083 | 17,388 | 3.59 | % | 1,852,126 | 16,778 | 3.62 | % | 1,642,025 | 16,767 | 4.08 | % | ||||||||||||||||||||||||
| Non-interest earning assets: | ||||||||||||||||||||||||||||||||||||
| Cash and due from banks | 24,325 | 15,954 | 18,769 | |||||||||||||||||||||||||||||||||
| Premises and equipment, net | 1,544 | 1,525 | 1,816 | |||||||||||||||||||||||||||||||||
| Accrued interest and other assets | 101,963 | 92,805 | 99,512 | |||||||||||||||||||||||||||||||||
| Allowance for loan losses | (14,384 | ) | (14,427 | ) | (13,117 | ) | ||||||||||||||||||||||||||||||
| Total Assets | $ | 2,048,531 | $ | 1,947,983 | $ | 1,749,005 | ||||||||||||||||||||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||||||||||||||||||
| Interest checking | $ | 616,422 | $ | 845 | 0.54 | % | $ | 565,074 | $ | 742 | 0.53 | % | $ | 379,218 | $ | 659 | 0.69 | % | ||||||||||||||||||
| Savings and money market | 308,092 | 344 | 0.44 | % | 297,003 | 351 | 0.47 | % | 284,665 | 386 | 0.54 | % | ||||||||||||||||||||||||
| Time deposits | 233,539 | 618 | 1.05 | % | 238,113 | 722 | 1.22 | % | 311,615 | 1,458 | 1.86 | % | ||||||||||||||||||||||||
| Wholesale deposits | 35,000 | 41 | 0.46 | % | 35,000 | 39 | 0.45 | % | 83,044 | 187 | 0.90 | % | ||||||||||||||||||||||||
| Total interest-bearing deposits | 1,193,053 | 1,848 | 0.61 | % | 1,135,190 | 1,854 | 0.66 | % | 1,058,542 | 2,690 | 1.01 | % | ||||||||||||||||||||||||
| Other borrowed funds | 25,000 | 89 | 1.41 | % | 25,000 | 85 | 1.36 | % | 27,400 | 81 | 1.17 | % | ||||||||||||||||||||||||
| Subordinated notes, net of issuance costs | 43,889 | 970 | 8.77 | % | 44,127 | 651 | 5.92 | % | 24,534 | 395 | 6.40 | % | ||||||||||||||||||||||||
| Total interest-bearing liabilities | 1,261,942 | 2,907 | 0.92 | % | 1,204,317 | 2,590 | 0.86 | % | 1,110,476 | 3,166 | 1.13 | % | ||||||||||||||||||||||||
| Noninterest-bearing liabilities: | ||||||||||||||||||||||||||||||||||||
| Noninterest-bearing deposits | 555,941 | 518,826 | 423,357 | |||||||||||||||||||||||||||||||||
| Other liabilities | 26,581 | 26,374 | 31,673 | |||||||||||||||||||||||||||||||||
| Stockholders’ equity | 204,067 | 198,466 | 183,499 | |||||||||||||||||||||||||||||||||
| Total Liabilities and Stockholders' Equity | $ | 2,048,531 | $ | 1,947,983 | $ | 1,749,005 | ||||||||||||||||||||||||||||||
| Net Interest Margin | 14,481 | 2.97 | % | 14,188 | 3.07 | % | 13,601 | 3.30 | % | |||||||||||||||||||||||||||
| (1) | Non-accrual loans are included in average balances. |
| (2) | The average yields for investment securities are reported on a fully taxable-equivalent basis at a rate of 21%. The taxable equivalent adjustment to interest income for the three months ended September 30, 2021 and 2020 is $2 and $6, respectively. For the three months ended June 30, 2021, the taxable equivalent adjustment to interest income is $2. |
| (3) | The average balances for investment securities includes restricted stock. |
FVCBankcorp, Inc.
Average Statements of Condition and Yields on Earning Assets and Interest-Bearing Liabilities
(Dollars in thousands)
(Unaudited)
| For the Nine Months Ended | ||||||||||||||||||||||||
| 9/30/2021 | 9/30/2020 | |||||||||||||||||||||||
| Average | Interest | Average | Average | Interest | Average | |||||||||||||||||||
| Balance | Income/Expense | Yield | Balance | Income/Expense | Yield | |||||||||||||||||||
| Interest-earning assets: | ||||||||||||||||||||||||
| Loans receivable, net of fees (1) | ||||||||||||||||||||||||
| Commercial real estate | $ | 812,623 | $ | 25,913 | 4.25 | % | $ | 770,820 | $ | 26,387 | 4.56 | % | ||||||||||||
| Commercial and industrial | 124,460 | 4,382 | 4.69 | % | 107,045 | 4,214 | 5.25 | % | ||||||||||||||||
| Paycheck protection program | 126,310 | 4,511 | 4.76 | % | 97,570 | 1,782 | 2.44 | % | ||||||||||||||||
| Commercial construction | 214,798 | 7,449 | 4.62 | % | 222,844 | 7,810 | 4.67 | % | ||||||||||||||||
| Consumer real estate | 164,678 | 4,950 | 4.01 | % | 180,103 | 5,995 | 4.44 | % | ||||||||||||||||
| Consumer nonresidential | 12,836 | 694 | 7.21 | % | 14,919 | 833 | 7.44 | % | ||||||||||||||||
| Total loans | 1,455,705 | 47,899 | 4.39 | % | 1,393,301 | 47,021 | 4.50 | % | ||||||||||||||||
| Investment securities (2)(3) | 178,148 | 2,846 | 2.13 | % | 130,682 | 2,616 | 2.67 | % | ||||||||||||||||
| Loans held for sale, at fair value | -- | -- | -- | % | 4,583 | 236 | 6.86 | % | ||||||||||||||||
| Interest-bearing deposits at other financial institutions | 218,557 | 205 | 0.13 | % | 43,472 | 119 | 0.36 | % | ||||||||||||||||
| Total interest-earning assets | 1,852,410 | 50,950 | 3.67 | % | 1,572,038 | 49,992 | 4.24 | % | ||||||||||||||||
| Non-interest earning assets: | ||||||||||||||||||||||||
| Cash and due from banks | 18,575 | 17,287 | ||||||||||||||||||||||
| Premises and equipment, net | 1,559 | 1,935 | ||||||||||||||||||||||
| Accrued interest and other assets | 97,020 | 94,534 | ||||||||||||||||||||||
| Allowance for loan losses | (14,567 | ) | (11,662 | ) | ||||||||||||||||||||
| Total Assets | $ | 1,954,997 | $ | 1,674,132 | ||||||||||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||||||
| Interest checking | $ | 568,742 | $ | 2,304 | 0.54 | % | $ | 331,600 | $ | 2,137 | 0.86 | % | ||||||||||||
| Savings and money market | 294,730 | 1,019 | 0.46 | % | 258,678 | 1,456 | 0.75 | % | ||||||||||||||||
| Time deposits | 239,332 | 2,257 | 1.26 | % | 329,003 | 5,262 | 2.14 | % | ||||||||||||||||
| Wholesale deposits | 38,553 | 123 | 0.43 | % | 111,948 | 1,172 | 1.40 | % | ||||||||||||||||
| Total interest-bearing deposits | 1,141,357 | 5,703 | 0.67 | % | 1,031,229 | 10,027 | 1.30 | % | ||||||||||||||||
| Other borrowed funds | 25,000 | 257 | 1.37 | % | 30,502 | 261 | 1.14 | % | ||||||||||||||||
| Subordinated notes, net of issuance costs | 44,037 | 2,272 | 6.90 | % | 24,514 | 1,185 | 6.46 | % | ||||||||||||||||
| Total interest-bearing liabilities | 1,210,394 | 8,232 | 0.91 | % | 1,086,245 | 11,473 | 1.41 | % | ||||||||||||||||
| Noninterest-bearing liabilities: | ||||||||||||||||||||||||
| Noninterest-bearing deposits | 518,478 | 376,518 | ||||||||||||||||||||||
| Other liabilities | 27,516 | 30,249 | ||||||||||||||||||||||
| Stockholders’ equity | 198,609 | 181,120 | ||||||||||||||||||||||
| Total Liabilities and Stockholders' Equity | $ | 1,954,997 | $ | 1,674,132 | ||||||||||||||||||||
| Net Interest Margin | 42,718 | 3.08 | % | 38,519 | 3.27 | % | ||||||||||||||||||
| (1) | Non-accrual loans are included in average balances. |
| (2) | The average yields for investment securities are reported on a fully taxable-equivalent basis at a rate of 21%. The taxable equivalent adjustment to interest income was $10 and $17 for the nine months ended September 30, 2021 and 2020, respectively. |
| (3) | The average balances for investment securities includes restricted stock. |
Exhibit 99.2
 |  |
Company Release – November 4, 2021 4:05PM (ET)
Blue Ridge Bankshares and FVCBankcorp Provide Update to Proposed Merger
CHARLOTTESVILLE, Virginia and FAIRFAX, Virginia – November 4, 2021 – Blue Ridge Bankshares, Inc. (NYSEAM: BRBS) (“Blue Ridge”), the parent company of Blue Ridge Bank, National Association (“Blue Ridge Bank”), and FVCBankcorp, Inc. (NASDAQ: FVCB) (“FVCB”), the parent company of FVCbank, jointly announced today an update to their previously announced business combination.
On July 14, 2021, Blue Ridge and FVCB announced they had entered into a definitive agreement pursuant to which the companies will combine in an all-stock merger of equals (the “Merger”). The Merger is subject to customary closing conditions, including regulatory approvals and approval from the shareholders of both companies. The companies have been working diligently on regulatory applications, registration and shareholder meeting materials and integration planning needed to create a $5.0 billion franchise across Virginia.
During this time, Blue Ridge also has learned that the Office of the Comptroller of the Currency (the “OCC”) identified certain regulatory concerns with Blue Ridge Bank that could impact the application process and timing of the Merger. Blue Ridge Bank has already commenced an initiative intended to fully address the OCC’s concerns.
Blue Ridge and FVCB intend to file the regulatory applications for approval of the Merger as soon as practicable, and a registration statement on Form S-4 with the Securities and Exchange Commission at the same time.
“While we have additional work to do, we believe the OCC’s concerns are ones that we can solve in a timely fashion, and do not materially impact the strategic rationale of the Merger,” said Brian K. Plum, President and Chief Executive Officer of Blue Ridge. “We are considering various alternatives to proceed with regulatory applications and shareholder meetings, and to close the Merger as expediently as possible, and currently anticipate that it will close in the second or third quarter of 2022.”
“We strongly believe that this transformational partnership remains strategically and financially attractive,” said David W. Pijor, Chairman and Chief Executive Officer of FVCB. “For all of the reasons that we’ve discussed previously, this is a highly compelling transaction for both companies, and we are committed to seeing it through to completion. We also know how committed Blue Ridge Bank’s management team is to resolving any concerns raised by its regulators.”
About Blue Ridge
Blue Ridge Bankshares, Inc. is the holding company for Blue Ridge Bank, National Association. Blue Ridge, through its subsidiaries and affiliates, provides a wide range of financial services including retail and commercial banking, payroll, insurance, card payments, wholesale and retail mortgage lending, and government-guaranteed lending. Blue Ridge also provides investment and wealth management services and management services for personal and corporate trusts, including estate planning, and trust administration. Visit www.mybrb.com for more information.
About FVCB
FVCBankcorp, Inc. is the holding company for FVCbank, a wholly-owned subsidiary that commenced operations in November 2007. FVCbank is a $2.00 billion asset-sized Virginia-chartered community bank serving the banking needs of commercial businesses, nonprofit organizations, professional service entities, their owners and employees located in the greater Baltimore and Washington D.C., metropolitan areas. FVCbank is based in Fairfax, Virginia, and has 10 full-service offices in Arlington, Fairfax, Manassas, Reston and Springfield, Virginia, Washington D.C., and Baltimore, Bethesda, and Rockville, Maryland.
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of Blue Ridge and FVCB, including, but not limited to statements about the benefits of the Merger, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the Merger. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “targets,” “designed,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on Blue Ridge’s and FVCB’s current expectations and assumptions regarding Blue Ridge’s and FVCB’s businesses, the economy, and other future conditions.
Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances and other factors that are difficult to predict. Many possible events or factors could affect Blue Ridge’s and/or FVCB’s future financial results and performance and could cause the actual results, performance or achievements of Blue Ridge and/or FVCB to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, (1) the risk that the cost savings, any revenue synergies and other anticipated benefits of the proposed Merger may not be realized or may take longer than anticipated to be realized, including as a result of the impact of, or problems arising from, delays in closing the proposed Merger, the integration of the two companies or as a result of the condition of the economy and competitive factors in areas where Blue Ridge and FVCB do business, (2) deposit attrition, operating costs, customer losses and other disruptions to the parties’ businesses as a result of the announcement and pendency of the proposed Merger, and diversion of management’s attention from ongoing business operations and opportunities, (3) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Blue Ridge and FVCB, (4) the risk that the integration of Blue Ridge’s and FVCB’s operations will be materially delayed or will be more costly or difficult than expected or that Blue Ridge and FVCB are otherwise unable to successfully integrate their businesses, (5) the failure to obtain the necessary approvals of the shareholders of Blue Ridge and/or FVCB, (6) the outcome of any legal proceedings that may be instituted against Blue Ridge and/or FVCB, (7) the failure to obtain required governmental approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction) in a timely fashion or at all (8) reputational risk and potential adverse reactions of Blue Ridge’s and/or FVCB’s customers, suppliers, employees or other business partners, including those resulting from the announcement or completion of the proposed Merger, (9) the failure of any of the closing conditions in the definitive merger agreement to be satisfied on a timely basis or at all, (10) delays in closing the proposed Merger, (11) the possibility that the proposed Merger may be more expensive to complete than anticipated, including as a result of delays in closing the proposed Merger or unexpected factors or events, (12) the dilution caused by Blue Ridge’s issuance of additional shares of its capital stock in connection with the proposed Merger, (13) general competitive, economic, political and market conditions, (14) other factors that may affect future results of FVCB and/or Blue Ridge including changes in asset quality and credit risk, the inability to sustain revenue and earnings growth, changes in interest rates and capital markets, inflation, customer borrowing, repayment, investment and deposit practices, the impact, extent and timing of technological changes, capital management activities, and supervisory and other actions of bank regulatory agencies and legislative and regulatory actions and reforms, and (15) the impact of the global COVID-19 pandemic on Blue Ridge’s and/or FVCB’s businesses, the ability to complete the proposed Merger and/or any of the other foregoing risks.
Except to the extent required by applicable law or regulation, each of Blue Ridge and FVCB disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding Blue Ridge, FVCB and factors which could affect the forward-looking statements contained herein can be found in Blue Ridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2021 and June 30, 2021, and its other filings with the Securities and Exchange Commission (the “SEC”), and in FVCB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2021 and June 30, 2021, and its other filings with the SEC.
Important Information about the Merger and Where to Find It
Blue Ridge intends to file a registration statement on Form S-4 with the SEC to register the shares of Blue Ridge’s capital stock that will be issued to FVCB’s shareholders in connection with the proposed transaction. The registration statement will include a joint proxy statement of Blue Ridge and FVCB that also constitutes a prospectus of Blue Ridge. The definitive joint proxy statement/prospectus will be sent to the shareholders of Blue Ridge and FVCB seeking their approval of the proposed Merger.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 WHEN THEY BECOME AVAILABLE (AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING BLUE RIDGE, FVCB, THE PROPOSED MERGER AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents, once they are filed, and other documents filed with the SEC by Blue Ridge or FVCB through the website maintained by the SEC at http://www.sec.gov. Investors and security holders will also be able to obtain these documents, once they are filed, free of charge, by requesting them in writing from Brian K. Plum, Blue Ridge Bankshares, Inc., 17 West Main Street, Luray, Virginia 22835, or by telephone at (540) 743-6521, or from David W. Pijor, FVCBankcorp, Inc., 11325 Random Hills Road, Fairfax, Virginia 22030, or by telephone at (703) 436-3800.
This release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or proxy in favor of the Merger, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Participants in Solicitation
Blue Ridge, FVCB, and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies from the shareholders of each of Blue Ridge and FVCB in connection with the proposed Merger under the rules of the SEC. Certain information regarding the interests of the directors and executive officers of Blue Ridge and FVCB and other persons who may be deemed participants in the solicitation of the shareholders of Blue Ridge or of FVCB in connection with the proposed Merger and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus related to the proposed Merger, which will be filed with the SEC. Additional information about Blue Ridge, the directors and executive officers of Blue Ridge and their ownership of Blue Ridge common stock can also be found in Blue Ridge’s definitive proxy statement in connection with its 2021 annual meeting of shareholders, as filed with the SEC on April 30, 2021, and other documents subsequently filed by Blue Ridge with the SEC. Additional information about FVCB, the directors and executive officers of FVCB and their ownership of FVCB common stock can also be found in FVCB’s definitive proxy statement in connection with its 2021 annual meeting of shareholders, as filed with the SEC on April 8, 2021, and other documents subsequently filed by FVCB with the SEC. These documents can be obtained free of charge from the sources described above.
Blue Ridge Contact Information
Brian K. Plum
President and Chief Executive Officer
(540) 743-6521
FVCB Contact Information
David W. Pijor
Chairman and Chief Executive Officer
(703) 436-3800